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 Eurocurrency Loan (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a Borrower for a Eurocurrency Competitive Loan pursuant to Section 2.3 to be made after such determination shall be of no force and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination shall be deemed to be a request for an ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders 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 Eurocurrency Loan (i) Eurodollar Borrowing the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each Borroweri) that, by reason that dollar deposits in the principal amounts of circumstances affecting the relevant market, adequate and Eurodollar Advances comprising such Borrowing are not generally available in the London interbank market or (ii) that reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest PeriodEurodollar Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers Borrower and the Lenders. In the event of any such determinationdetermination under clause (i) or (ii) above, until the Administrative Agent shall have advised the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (ix) any request by a the Borrower for a Eurocurrency Competitive Loan Eurodollar Borrowing pursuant to Section 2.3 to be made after such determination shall be of no force and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination shall be deemed to be a request for an ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or 2.03 shall be deemed to be a request for a conversion Base Rate Borrowing and (y) each Eurodollar Advance then outstanding will automatically, on the last day of the then applicable Interest Period therefor, Convert into an ABR Loan a Base Rate Advance. In the event the Majority Lenders notify the Administrative Agent that the rates at which dollar deposits are being offered will not adequately and fairly reflect the cost to such Lenders of making or maintaining Eurodollar Advances during any Interest Period, the Administrative Agent shall notify the Borrower of such notice and until the Majority Lenders shall have advised the Administrative Agent that the circumstances giving rise to such notice no longer exist, (in the case of a requested continuation); provided, that A) any request by the Borrower for a conversion of a Multi-Currency Revolving Loan Eurodollar Borrowing shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to Base Rate Borrowing and (B) each Eurodollar Advance then outstanding will automatically, on the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) last day of the relevant Multi-Currency. Alsothen applicable Interest Period therefor, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretoConvert into a Base Rate Advance. Each determination by the Administrative Agent or the Required Lenders hereunder shall be made in good faith and shall be conclusive absent manifest error; provided that the Administrative 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 Eurocurrency Loan (i) Borrowing, the Administrative Agent shall have determined (which determination shall be conclusive i) that deposits in the currency and binding upon each Borrowerprincipal amounts of the Eurocurrency Loans comprising such Borrowing are not generally available in the London market or (ii) that, by reason of circumstances affecting the relevant market, adequate and that reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest PeriodAdjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy fax notice of such determination to the Borrowers and the Lenders. In the event of any such determinationdetermination under clause (i) or (ii) above, until the Administrative Agent shall have advised the Borrowers Company and the Lenders that the circumstances giving rise to such notice no longer exist, (ix) any request by a Borrower for a Eurocurrency Competitive Loan Borrowing pursuant to Section 2.3 to be made after such determination 2.03 shall be of no force and effect and shall be denied by the Administrative Agent, and (iiy) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars Borrowing pursuant to Section 2.4 to be made after such determination 2.04 shall be deemed to be a request for an ABR LoanBorrowing. In the event the Required Lenders notify the Administrative Agent that the rates at which Dollar deposits are being offered will not adequately and fairly reflect the cost to such Lenders of making or maintaining Eurocurrency Loans in Dollars during such Interest Period, (iii) 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 no longer exist, any request by a such Borrower for a Multi-Currency Eurocurrency Revolving Loan to be made after such determination Borrowing shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretoBorrowing. Each determination by the Administrative Agent or the Required Lenders 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 Eurocurrency Eurodollar Loan (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Eurodollar Loans during such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a Borrower for a Eurocurrency Competitive Eurodollar Loan pursuant to Section 2.3 to be made after such determination shall be of no force and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination shall be deemed to be a request for an ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (ivii) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Eurodollar Loan pursuant to Section 2.8 2.5 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders 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 Eurocurrency Loan (i) Eurodollar Borrowing the Administrative Agent shall have determined that (which determination shall be conclusive and binding upon each Borrowera) that, by reason Dollar deposits in the principal amounts of circumstances affecting the relevant Loans comprising such Borrowing are not generally available in the London interbank market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (iib) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for rates at which such Interest Period Dollar deposits are being offered will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) having Commitments representing at least 20% of the Total Commitment of making or maintaining Eurocurrency Eurodollar Loans during such Interest Period, or (c) reasonable means do not exist for ascertaining the Eurodollar Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers Borrower and the Lenders. In the event of any such determinationdetermination (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 2.13), until the Administrative Agent shall have advised the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a the Borrower for a Eurocurrency Competitive Loan Eurodollar Revolving Credit Borrowing pursuant to Section 2.3 2.04 shall be deemed to be made after such determination 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, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination shall be deemed to be a request for an ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders 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 Eurocurrency Loan (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive that deposits in the principal amounts and binding upon each Borrower) that, by reason denominations of circumstances affecting the relevant Loans comprising any Borrowing are not generally available in the London interbank market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for rates at which such Interest Period deposits are being offered in the London interbank market will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) any Lender of making or maintaining Eurocurrency its Eurodollar 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 Loans during for such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy fax notice of such determination to the Borrowers Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, exist (i) any request by a Borrower for a Eurocurrency Competitive Loan pursuant which the Administrative Agent agrees to Section 2.3 to be made give promptly after such determination circumstances no longer exist), each affected Eurodollar Loan shall be automatically, on the last day of no force and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower current Interest Period for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination shall be deemed to be a request for an ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion convert into an ABR Loan (and the obligations of the Lenders to make Eurodollar Loans denominated in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan dollars or to convert ABR Loans into Eurodollar Loans shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to suspended until the Dollar equivalent (as Administrative Agent shall notify the Borrower that the Required Lenders have determined by that the Foreign Exchange Rate on circumstances causing such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretosuspension no longer exist. Each determination by the Administrative Agent or the Required Lenders hereunder under this Section 2.08 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 Eurocurrency Loan (i) Borrowing of any Type the Administrative Agent shall have determined (that Dollar deposits or deposits in the Alternative Currency in which determination shall such Borrowing is to be conclusive and binding upon each Borrower) that, by reason denominated in the principal amounts of circumstances affecting the relevant Loans comprising such Borrowing are not generally available in the London interbank market, adequate and or that reasonable means do not exist for ascertaining the Eurocurrency LIBO Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest PeriodEURIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers applicable Borrower and the Lenders. In the event of any such determinationLenders and, until the Administrative Agent shall have advised the Borrowers applicable Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a Borrower for a Eurocurrency Competitive Loan Borrowing pursuant to Section 2.3 to be made after such determination 2.03 shall be of no force and or effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated Standby Borrowing of the affected Type or in Dollars pursuant to Section 2.4 to be made after such determination the affected currency shall be deemed to be a request for an ABR Loan, Borrowing denominated in Dollars and (iii) any request by Interest Election Request that requests the conversion of any Standby Borrowing to, or continuation of any Standby Borrowing as, a Borrower for a Multi-Currency Revolving Loan to be made after such determination Eurocurrency Borrowing shall be deemed ineffective, and unless repaid such Borrowing shall be converted to be a request for or continued on the last day of the Interest Period applicable thereto (A) if such Borrowing is denominated in Dollars, as an ABR Loan Borrowing, or (B) if such Borrowing is denominated in an aggregate principal amount equal to the Dollar equivalent (any Alternative Currency, as determined by the Foreign Exchange Rate on a Borrowing bearing interest at such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (rate as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent shall determine adequately and fairly reflects the cost to the affected Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period plus the Required Lenders hereunder shall be conclusive absent manifest errorApplicable Margin.

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 Eurocurrency Loan (i) If the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon each Borrowerabsent manifest error) that, with respect to any existing or requested Loan the pricing of which is determined by reference to an Applicable Money Market (each an “Affected Loan”), by reason of one or more circumstances arising after the date hereof affecting the relevant marketsuch Applicable Money Market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for rate of interest applicable to such Interest PeriodAffected Loan, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for such Interest Period rate of interest will not adequately and fairly reflect the cost to the Lenders of making, maintaining, converting or continuing such Affected Loan because of (a) any change since the date hereof in any applicable law or governmental rule, regulation, order or directive (whether or not having the force of law) or in the interpretation or administration thereof or (b) other circumstances arising after the date hereof affecting the Lenders (as conclusively certified by or such Lenders) of making or maintaining Eurocurrency Loans during such Interest PeriodApplicable Money Market, then the Administrative Agent shall, as soon as practicable thereafter, may give written or telecopy notice of such determination thereof to the Borrowers Borrower (with a copy to each Lender) by telephone or facsimile and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a Borrower for a Eurocurrency Competitive upon the giving of such notice, each existing Affected Loan pursuant to Section 2.3 to shall automatically be made after such determination shall be of no force deemed converted into and effect redenominated as an ABR Loan and shall be denied thereafter bear interest at a rate per annum equal to the Applicable Rate therefor, and (ii) until such notice is rescinded by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination shall be deemed to be a request for an ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination no Lender shall have no force and effect (in the case of a requested conversion) or any obligation to make any new Loan that would be an Affected Loan. The Administrative Agent agrees that promptly after it shall be deemed have determined, with respect to be a request for a conversion into an ABR Loan (in the case of a requested continuation); providedany notice given by it under this Section, that any request for a conversion of a Multi-Currency Revolving the circumstance or circumstances that gave rise to such notice with respect to an Affected Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Alsono longer exist, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or shall by notice to the Required Lenders hereunder shall be conclusive absent manifest errorBorrower (with a copy to each Lender) rescind such notice with respect to such Affected 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 Eurocurrency Loan (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive that deposits in the principal amounts and binding upon each Borrower) that, by reason denominations of circumstances affecting the relevant Term Loans comprising any Borrowing are not generally available in the London interbank market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for rates at which such Interest Period deposits are being offered in the London interbank market will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) any Lender of making or maintaining Eurocurrency 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 during for such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy fax notice of such determination to the Borrowers Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, exist (i) any request by a Borrower for a Eurocurrency Competitive Loan pursuant which the Administrative Agent agrees to Section 2.3 to be made give promptly after such determination circumstances no longer exist), each affected Eurodollar Term Loan shall be automatically, on the last day of no force and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower current Interest Period for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination shall be deemed to be a request for an ABR Term Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion convert into an ABR Term Loan (and the obligations of the Lenders to make Eurodollar Term Loans denominated in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan dollars or to convert ABR Term Loans into Eurodollar Term Loans shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to suspended until the Dollar equivalent (as Administrative Agent shall notify the Borrower that the Required Lenders have determined by that the Foreign Exchange Rate on circumstances causing such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretosuspension no longer exist. Each determination by the Administrative Agent or the Required Lenders hereunder under this Section 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 Eurocurrency Loan (i) Eurodollar Borrowing the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon each Borroweri) that, by reason that dollar deposits in the principal amounts of circumstances affecting the relevant market, adequate and Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market or (ii) that reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest PeriodLIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers Borrower and the Lenders. In the event of any such determinationdetermination under clauses (i) or (ii) above, until the Administrative Agent shall have advised the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (ix) any request by a the Borrower for a Eurocurrency Eurodollar Competitive Loan Borrowing pursuant to Section 2.3 to be made after such determination 2.03 shall be of no force and effect and shall be denied by the Administrative Agent, Agent and (iiy) any request by a the Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars Eurodollar Committed Borrowing pursuant to Section 2.4 to be made after such determination 2.04 shall be deemed to be a request for an ABR LoanBorrowing. In the event a Lender notifies the Agent that the rates at which dollar deposits are being offered will not adequately and fairly reflect the cost to such Lender of making or maintaining its Eurodollar Loan during such Interest Period, (iii) 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 a the Borrower for a Multi-Currency Revolving Loan to be made after such determination Eurodollar Committed Borrowing shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal Borrowing for the same Interest Period with respect to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretoLender. Each determination by the Administrative Agent or the Required Lenders 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 Eurocurrency Loan (i) Eurodollar Borrowing the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each Borroweri) that, by reason that dollar deposits in the principal amounts of circumstances affecting the relevant market, adequate and Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market or (ii) that reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest PeriodLIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers Borrower and the Lenders. In the event of any such determinationdetermination under clause (i) or (ii) above, until the Administrative Agent shall have advised the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) exist any request by a the Borrower for a Eurocurrency Competitive Loan Eurodollar Borrowing pursuant to Section 2.3 to be made after such determination shall be of no force and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination 2.03 shall be deemed to be a request for an ABR LoanBorrowing. In the event the Required Lenders notify the Agent that the rates at which dollar deposits are being offered will not adequately and fairly reflect the cost to such Lenders of making or maintaining Eurodollar Loans during such Interest Period, (iii) 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 a the Borrower for a Multi-Currency Revolving Loan to be made after such determination Eurodollar Borrowing shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretoBorrowing. Each determination by the Administrative Agent or the Required Lenders 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 Eurocurrency Eurodollar Loan (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Eurodollar Loans during such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a Borrower for a Eurocurrency Eurodollar Competitive Loan pursuant to Section 2.3 to be made after such determination shall be of no force and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Eurodollar Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination shall be deemed to be a request for an ABR Loan, Loan and (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Eurodollar Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders 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 Eurocurrency Loan (i) Eurodollar Borrowing the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each Borroweri) that, by reason that dollar deposits in the principal amounts of circumstances affecting the relevant market, adequate and Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market or (i) that reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest PeriodLIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers and the Lenders. In the event of any such determinationdetermination under clauses (i) or (ii) above, until the Administrative Agent shall have advised the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (ix) any request by a Borrower for a Eurocurrency Eurodollar Competitive Loan Borrowing pursuant to Section 2.3 to be made after such determination 2.03 shall be of no force and effect and shall be denied by the Administrative Agent, Agent and (iiy) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars Eurodollar Standby Borrowing pursuant to Section 2.4 to be made after such determination 2.04 shall be deemed to be a request for an ABR LoanBorrowing. In the event the Required Lenders notify the Administrative Agent that the rates at which dollar deposits are being offered will not adequately and fairly reflect the cost to such Lenders of making or maintaining Eurodollar Loans during such Interest Period, (iii) 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 no longer exist, any request by a such Borrower for a Multi-Currency Revolving Loan to be made after such determination Eurodollar Standby Borrowing shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretoBorrowing. Each determination by the Administrative Agent or the Required Lenders hereunder shall be made in good faith and shall be conclusive absent manifest error; provided that the Administrative 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 Eurocurrency Loan (i) Eurodollar Borrowing the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each Borroweri) that, by reason that dollar deposits in the principal amounts of circumstances affecting the relevant market, adequate and Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market or (ii) that reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest PeriodLIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers Borrower and the Lenders. In the event of any such determinationdetermination under clause (i) or (ii) above, until the Administrative Agent shall have advised the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a the Borrower for a Eurocurrency Competitive Loan Eurodollar Borrowing pursuant to Section 2.3 to be made after such determination shall be of no force and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination 2.03 shall be deemed to be a request for an ABR LoanBorrowing. In the event the Required Lenders notify the Agent that the rates at which dollar deposits are being offered will not adequately and fairly reflect the cost to such Lenders of making or maintaining Eurodollar Loans during such Interest Period, (iii) 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 a the Borrower for a Multi-Currency Revolving Loan to be made after such determination Eurodollar Borrowing shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretoBorrowing. Each determination by the Administrative Agent or the Required Lenders 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 Eurocurrency Loan (i) Eurodollar Borrowing the Administrative Paying Agent shall have determined in good faith (which determination shall be conclusive and binding upon each Borroweri) that, by reason that dollar deposits in the principal amounts of circumstances affecting the relevant market, adequate and Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market or (ii) that reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest PeriodLIBO Rate, the Administrative Paying Agent shall, as soon as practicable thereafter, give written telex or telecopy notice of such determination to the Borrowers Borrower and the Lenders. In the event of any such determinationdetermination under clauses (i) or (ii) above, until the Administrative Paying Agent shall have advised the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (ix) any request by a the Borrower for a Eurocurrency Eurodollar Competitive Loan Borrowing pursuant to Section 2.3 to be made after such determination 2.03 shall be of no force and effect and shall be denied by the Administrative Agent, Paying Agent and (iiy) any request by a the Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars Eurodollar Standby Borrowing pursuant to Section 2.4 to be made after such determination 2.04 shall be deemed to be a request for an ABR LoanBorrowing. In the event a Lender notifies the Paying Agent that the rates at which dollar deposits are being offered will not adequately and fairly reflect the cost to such Lender of making or maintaining its Eurodollar Loan during such Interest Period, (iii) the Paying Agent shall notify the Borrower of such notice and until the Lender shall have advised the Paying Agent that the circumstances giving rise to such notice no longer exist, any request by a the Borrower for a Multi-Currency Revolving Loan to be made after such determination Eurodollar Standby Borrowing shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal Borrowing for the same Interest Period with respect to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretoLender. Each determination by the Administrative Paying Agent or the Required Lenders 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 Eurocurrency Loan (i) Eurodollar Borrowing the Administrative Agent shall have determined that (which determination shall be conclusive and binding upon each Borrowera) that, by reason Dollar deposits in the principal amounts of circumstances affecting the relevant Loans comprising such Borrowing are not generally available in the London interbank market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (iib) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for rates at which such Interest Period Dollar deposits are being offered will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) having Commitments representing at least 20% of the Total Commitment of making or maintaining Eurocurrency Eurodollar 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 of such determination to the Borrowers Borrower and the Lenders. In the event of any such determinationdetermination (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 Borrowers Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a the Borrower for a Eurocurrency Competitive Loan Eurodollar Revolving Credit Borrowing pursuant to Section 2.3 2.04 shall be deemed to be made after such determination 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, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination shall be deemed to be a request for an ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders 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 Eurocurrency Loan (i) Eurodollar Borrowing, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each Borroweri) that, by reason that dollar deposits in the principal amounts of circumstances affecting the relevant market, adequate and Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market or (ii) that reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest PeriodLIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers Borrower and the Lenders. In the event of any such determinationdetermination under clauses (i) or (ii) above, until the Administrative Agent shall have advised the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (ix) any request by a Borrower for a Eurocurrency Eurodollar Competitive Loan pursuant to Section 2.3 to be made after such determination 2.03 shall be of no force and effect and shall be denied by the Administrative Agent, Agent and (iiy) any request by a Borrower for a Eurocurrency Revolving Credit Eurodollar Standby Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination 2.04 shall be deemed to be a request for an ABR LoanBorrowing. In the event the Required Lenders notify the Administrative Agent that the rates at which dollar deposits are being offered will not adequately and fairly reflect the cost to such Lenders of making or maintaining Eurodollar Loans during such Interest Period, (iii) 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 no longer exist, any request by a such Borrower for a Multi-Currency Revolving Eurodollar Standby Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretoBorrowing. Each determination by the Administrative Agent or the Required Lenders 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 Eurocurrency Loan (i) Eurodollar Borrowing the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each Borrower) that, by reason that dollar deposits in the principal amounts of circumstances affecting the relevant Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for rates at which such Interest Period dollar deposits are being offered will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) any Lender of making or maintaining Eurocurrency Loans 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 of such determination to the Borrowers Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any such request by a the Borrower for a Eurocurrency Eurodollar Competitive Loan Borrowing pursuant to Section 2.3 to be made after such determination 2.03 shall be of no force and effect and shall be denied by the Administrative Agent, (ii) any such request by a the Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars Eurodollar Standby Borrowing pursuant to Section 2.4 to be made after such determination 2.04 shall be deemed to be a request for an ABR LoanBorrowing (unless the Borrower shall have withdrawn its request for such Eurodollar Standby Borrowing not later than 10:00 A.M., New York City time, on the day of the proposed Borrowing) and (iii) any request by a the Borrower for a Multi-Currency Revolving Loan Conversion to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan Eurodollar Standby Loans pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or 2.05 shall be deemed to be a request for a conversion into an Conversion to ABR Loan Loans (in unless the case of a requested continuation); provided, that any Borrower shall have withdrawn its request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to such Conversion not later than 10:00 A.M., New York City time, on the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) day of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretoproposed Conversion). Each determination by the Administrative Agent or the Required Lenders 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 Eurocurrency Loan or the borrowing of any LIBOR Revolving Loan, (ia) the Administrative Agent shall have determined or the Revolving Loan Lender, as applicable, determines (which determination shall be conclusive and binding upon each Borrowerabsent manifest error) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate LIBOR for such Interest PeriodPeriod or, in the case of a LIBOR Revolving Loan, the LIBOR Market Index Rate, or (ii) b)(i)the Administrative Agent is advised by the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate LIBOR determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency such Loans during for such Interest Period, or (ii) the Revolving Loan Lender determines that the LIBOR Market Index Rate will not adequately and fairly reflect the cost to the Revolving Loan Lender of making or maintaining such Loans, the Administrative Agent shallor the Revolving Loan Lender, as soon applicable, shall promptly give notice thereof to the Borrower and, if applicable, the Required Lenders, by telephone or telecopy as promptly as practicable thereafter, give written or telecopy notice of such determination to the Borrowers and the Lenders. In the event of any such determinationthereafter and, until the Administrative Agent shall have advised or the Borrowers and Revolving Loan Lender, as applicable, notifies the Lenders Borrower and, if applicable, such Required Lenders, that the circumstances giving rise to such notice no longer exist, (i) any request by a the Administrative Agent or the Revolving Loan Lender, as applicable, shall promptly give written notice thereof to the Borrower and, if applicable, such Required Lenders. If such notice is given with respect to Term Loans, the rate of interest on each applicable Lender's Loans for a Eurocurrency Competitive Loan pursuant to Section 2.3 to each Interest Period thereafter will be made after such determination shall be the average cost of no force and effect and shall be denied funds for the Required Lenders, as reasonably determined by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency plus the Applicable Margin. If such notice is given with respect to Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination Loans, all LIBOR Revolving Loans shall be deemed to have been converted into Base Rate Revolving Loans effective upon the giving of such notice, and LIBOR Revolving Loans shall thereafter not be a request for an ABR Loan, (iii) any request by a Borrower for a Multi-Currency available until the Revolving Loan Lender advises the Borrower that that the circumstances giving rise to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have notice no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest errorlonger exist.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of If at any Interest Period for a Eurocurrency Loan (i) time the Administrative Agent shall have determined determines (which determination shall be made by notice to the Borrower and shall be conclusive and binding upon each Borrowerabsent manifest error) that, by reason of that (i) the circumstances affecting the relevant market, adequate set forth in Section 2.08(b)(i) have arisen and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, circumstances are unlikely to be temporary or (ii) the Required Lenders shall circumstances set forth in Section 2.08(b)(i) have determined not arisen but either (w) the supervisor for the administrator of the Screen Rate has made a public statement that the administrator of the Screen Rate is insolvent (and shall have notified there is no successor administrator that will continue publication of the Screen Rate), (x) the administrator of the Screen Rate has made a public statement identifying a specific date after which the Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the Screen Rate), (y) the supervisor for the administrator of the Screen Rate has made a public statement identifying a specific date after which the Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the Screen Rate or a governmental authority having jurisdiction over the Administrative Agent that has made a public statement identifying a specific date after which the Eurocurrency Screen Rate determined or to may no longer be determined used for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest Perioddetermining interest rates for loans, then the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice and the Borrower may endeavor to establish an alternate rate of such determination interest to LIBOR that gives due consideration to the Borrowers then evolving or prevailing market convention for determining a rate of interest for similar syndicated loans in the United States at such time, and may enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the Lenders. In avoidance of doubt, such related changes shall not include a reduction of the event Applicable Margin); provided that, if such alternate rate of any interest as so determined would be less than zero, such determination, until the Administrative Agent shall have advised the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a Borrower for a Eurocurrency Competitive Loan pursuant to Section 2.3 to be made after such determination shall be of no force and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 9.01, in the case of any proposed alternative rate of interest, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date that a request for copy of the amendment is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination alternate rate of interest shall be deemed to be a request for an ABR Loan determined in an aggregate principal amount equal to accordance with this Section 2.08(f) (but, in the Dollar equivalent case of the circumstances described in clause (as determined by the Foreign Exchange Rate on such dateii) of the relevant Multi-Currency first sentence of this Section 2.08(f), only to the extent the Screen Rate for the applicable currency and such Interest Period is not available or published at such time on a current basis), (ivx) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 Rate Advances requested to be made after such determination made, converted or continued as or into, as applicable, Eurocurrency Rate Advances shall have no force and effect automatically (in the case of conversions or continuations, on the last day of the then existing Interest Period) be made, converted or continued as or into, as applicable, Base Rate Advances and (y) any Notice of Borrowing that requests the making of a requested conversion) or Eurocurrency Rate Advance shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders hereunder 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 Eurocurrency Loan Eurodollar Borrowing or the determination of the Benchmark LIBO Rate on any day (ia) the Administrative Agent or the Deposit Bank, as applicable, shall have determined (which determination shall be conclusive and binding upon each Borrower) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining determining the Eurocurrency Adjusted LIBO Rate for such Interest Period, Period or the Benchmark LIBO Rate for such day or (iib) the Administrative Agent or the Deposit Bank, as applicable, is advised by the Required Lenders shall have determined reasonably and shall have notified the Administrative Agent in good faith that the Eurocurrency Adjusted LIBO Rate determined or to be determined for such Interest Period or the Benchmark LIBO Rate for such day will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency their Loans during included in such Borrowing or such Credit-Linked Deposit, as applicable, for such Interest Period, then the Administrative Agent or the Deposit Bank, as applicable, shall, as soon as practicable thereafter, give written or telecopy fax notice of such determination to the Borrowers Borrower and the Lenders. In the event of any such determinationnotice, until the Administrative Agent or the Deposit Bank, as applicable, shall have advised the Borrowers Borrower and the Lenders that the circumstances giving rise to such written or fax notice no longer exist, (i) any request by a the Borrower for a Eurocurrency Competitive Loan Eurodollar Borrowing pursuant to Section 2.3 to be made after such determination shall be of no force and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination 2.03 or 2.10 shall be deemed to be a request for an ABR LoanBorrowing, (ii) any Interest Period election that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (iii) any request by a Borrower for a Multithe Credit-Currency Revolving Loan to be made after such determination Linked Deposits shall be deemed invested so as to be earn a request for an ABR Loan in an aggregate principal amount return equal to the Dollar equivalent (as greater of the Federal Funds Effective Rate or a rate determined by the Foreign Exchange Rate Deposit Bank in accordance with banking industry rules on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretointerbank compensation. Each determination by the Administrative Agent or the Required Lenders hereunder shall Deposit Bank, as applicable, under this Section 2.08 shall, absent clearly demonstrable error, be final and conclusive absent manifest errorand binding on all parties hereto.

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 Eurocurrency Loan (i) Borrowing, the Administrative Agent shall have commercially reasonably determined (which determination shall be conclusive i) that deposits in the currency and binding upon each Borrowerprincipal amounts of the Eurocurrency Loans comprising such Borrowing are not generally available in the London interbank market or (ii) that, by reason of circumstances affecting the relevant market, adequate and that reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest PeriodLIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers applicable Borrower and the Lenders. In the event of any such determinationdetermination under clauses (i) or (ii) above, until the Administrative Agent shall have advised the Borrowers applicable Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (ix) any request by a Borrower for a Eurocurrency Competitive Loan pursuant to Section 2.3 to be made after such determination 2.03 shall be of no force and effect and shall be denied by the Administrative Agent, (iiy) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination shall be deemed to be a request for an ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Standby Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion2.04(a) or shall be deemed to be a request for a conversion into an ABR Loan Base Rate Borrowing and (in the case of a requested continuation); provided, that z) any request for a conversion of Eurocurrency Local Currency Loan pursuant to Section 2.04(b) and to a Multi-Local Currency Revolving Loan Addendum shall be deemed to be a request for a conversion into an ABR Local Currency Loan in an aggregate principal amount equal bearing interest by reference to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, rate specified in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, applicable Local Currency Addendum (provided that if the requested Competitive Eurocurrency Local Currency Loan has was to be made pursuant to a Local Currency Addendum in which no rate is specified such request shall be of no force and effect and shall be denied by the Administrative Agent). In the event the Required Lenders notify the Administrative Agent that the rates at which Dollar deposits are being offered will not been madeadequately and fairly reflect the cost to such Lenders of making or maintaining Eurocurrency 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 cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretosuch notice no longer exist, any request by any Borrower for a Eurocurrency Standby Loan shall be deemed a request for a Base Rate Borrowing. Each determination by the Administrative Agent or the Required Lenders 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 Eurocurrency Loan (i) Eurodollar Borrowing the Administrative Agent (or, in the case of a Eurodollar Competitive Loan, the Lender that is required to make such Loan) shall have determined (which determination shall be conclusive and binding upon each Borrower) that, by reason in good faith that dollar deposits in the principal amounts of circumstances affecting the relevant Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for rates at which such Interest Period dollar deposits are being offered will not adequately and fairly reflect the cost to such the Required Lenders (as conclusively certified by or, in the case of a Eurodollar Competitive Loan, the Lender that is required to make such LendersLoan) of making or maintaining Eurocurrency their Eurodollar Loans during such Interest Period, or that reasonable means do not exist for ascertaining the Eurodollar Rate, the Administrative Agent (or, in the case of a Eurodollar Competitive Loan, the Lender that is required to make such Loan) shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a Borrower the Borrowers for a Eurocurrency Competitive Loan Eurodollar Revolving Borrowing pursuant to Section 2.3 to be made after such determination shall be of no force and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination shall be deemed to be a request for an ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or 2.02 shall be deemed to be a request for a conversion into an ABR Loan Base Rate Borrowing, (in the case of a requested continuation); provided, that ii) any request by the Borrowers for a conversion of to, or a Multi-Currency continuation of, a Eurodollar Revolving Loan Borrowing pursuant to Section 2.03 shall be deemed to be a request for, respectively, a continuation as, or a conversion to, a Base Rate Borrowing, and (iii) any request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower Eurodollar Competitive Borrowing shall be entitledineffective; provided, in its sole discretion, that if the requested circumstances giving rise to such notice do not affect all Lenders, then requests for Eurodollar Competitive Loan has Borrowings may be made to Lenders that are not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretoaffected thereby. Each determination by the Administrative Agent or the Required Lenders 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 (a) If in connection with any request for a Term SOFR Loan or a conversion of ABR Loans to the commencement Term SOFR Loans or a continuation of any Interest Period for a Eurocurrency Loan of such Loans, as applicable, (i) the Administrative Agent shall have determined determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate has been determined in accordance with Section 2.13(b), and binding upon each Borrowerthe circumstances under clause (i) thatof Section 2.13(b) or the Scheduled Unavailability Date has occurred, by reason of circumstances affecting the relevant market, or (B) adequate and reasonable means do not otherwise exist for ascertaining the Eurocurrency Rate determining Term SOFR for such any requested Interest PeriodPeriod with respect to a proposed Term SOFR Loan or in connection with an existing or proposed ABR Loan, or (ii) the Administrative Agent or the Required Lenders shall have determined and shall have notified the Administrative Agent determine that the Eurocurrency Rate determined or to be determined for such any reason that Term SOFR for any requested Interest Period will with respect to a proposed Loan does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by of funding such Lenders) of making or maintaining Eurocurrency Loans during such Interest PeriodLoan, the Administrative Agent shallwill promptly so notify the Borrower and each Lender. Thereafter, as soon as practicable thereafter(x) the obligation of the Lenders to make or maintain Term SOFR Loans, give written or telecopy notice of such determination to convert ABR Loans to Term SOFR Loans, shall be suspended (to the Borrowers extent of the affected Term SOFR Loans or Interest Periods), and the Lenders. In (y) in the event of any such determinationa determination described in the preceding sentence with respect to the Term SOFR component of the Alternate Base Rate, the utilization of the Term SOFR component in determining the Alternate Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 2.13(a), until the Administrative Agent shall have advised upon instruction of the Borrowers and the Lenders that the circumstances giving rise to Required Lenders) revokes such notice no longer existnotice. Upon receipt of such notice, (i) the Borrower may revoke any pending request by a Borrower for a Eurocurrency Competitive Loan pursuant Borrowing of, or conversion to, or continuation of Term SOFR Loans (to Section 2.3 the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to be made after have converted such determination shall be request into a request for a Borrowing of no force ABR Loans in the amount specified therein and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination outstanding Term SOFR Loans shall be deemed to be a request for an have been converted to ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to Loans immediately at the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) end of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest errortheir respective applicable Interest Period.

Alternate Rate of Interest. In the event, and on each occasion, that on the day (a) If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Loan Borrowing, (i) the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon each Borrowerabsent manifest error) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurocurrency Adjusted LIBO Rate for such Interest Period, Period with respect to a Borrowing; or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent is advised by the Majority Facility Lenders in respect of any Facility that the Eurocurrency Adjusted LIBO Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency their Loans during included in such Borrowing for such Interest PeriodPeriod (in each case with respect to the Loans impacted by this clause (ii) or clause (i) above, “Impacted Loans”), then the Administrative Agent shall, shall give notice thereof to the Borrower and the Lenders by telephone or facsimile as soon promptly as practicable thereafter, give written or telecopy notice of such determination to the Borrowers and the Lenders. In the event of any such determinationthereafter and, until the Administrative Agent shall have advised notifies the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (ix) any request by a Borrower for Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Competitive Loan pursuant to Section 2.3 to Borrowing under any applicable Facility shall be ineffective and (y) if any Borrowing Request in respect of any applicable Facility requests a Eurocurrency Borrowing, then such Borrowing shall be made after such determination as an ABR Borrowing and the utilization of the LIBO Rate component in determining the Alternate Base Rate shall be of no force and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination shall be deemed to be a request for an ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation)suspended; provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Alsohowever, that, in the event of any such determinationeach case, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid may revoke any Borrowing Request relating thereto. Each determination by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest errorthat is pending when such notice is received.

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 Eurocurrency Loan (i) LIBOR Loan, the Administrative Agent shall have determined (in good faith that Dollar or Euro deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market or other market in which determination shall be conclusive and binding upon each Borrower) thatLenders ordinarily raise Dollars or Euros, by reason as applicable, to fund Loans of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Periodrequested Type, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined rates at which such Dollar or to be determined for such Interest Period Euro, as applicable, deposits are being offered will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) any Lender of making or maintaining Eurocurrency Loans its LIBOR Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, then the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy faxed notice of such determination to the Borrowers Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (a) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, an affected LIBOR Borrowing shall be ineffective, (b) any affected LIBOR Borrowing that is requested to be continued shall (i) any request by if denominated in Dollars, be continued as a Borrower for a Eurocurrency Competitive Loan pursuant to Section 2.3 to be made after such determination shall be of no force Base Rate Borrowing and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan if denominated in Dollars pursuant to Section 2.4 to Euros, be made after such determination shall be deemed to be a repaid on the last day of the then-current Interest Period applicable thereto and (c) any Borrowing request for an ABR Loan, affected LIBOR Borrowing shall (iiii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall Borrowing denominated in Dollars, be deemed to be a request for a conversion into an ABR Loan Base Rate Borrowing and (ii) in the case of a requested continuation); providedBorrowing denominated in Euros, that any request for a conversion of a Multi-Currency Revolving Loan be ineffective (and no Lender shall be deemed obligated to be make a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretoaccount thereof). Each determination by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In (a) If at the event, and on each occasion, time that the Administrative Agent shall seek to determine the LIBOR Screen Rate on the day two Business Days prior to the commencement of Quotation Day for any Interest Period for a Eurocurrency Loan (i) Borrowing, the LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Borrowing for any reason, and the Administrative Agent shall have determined reasonably determine that it is not possible to determine the Interpolated Rate (which determination conclusion shall be conclusive and binding upon each Borrower) thatabsent manifest error), by reason of circumstances affecting then the relevant market, adequate and reasonable means do not exist for ascertaining Reference Bank Rate shall be the Eurocurrency LIBO Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined Period for such Interest Period will not adequately and fairly reflect Eurocurrency Borrowing; provided that if the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a Borrower for a Eurocurrency Competitive Loan pursuant to Section 2.3 to be made after such determination Reference Bank Rate shall be of no force and effect and shall be denied by the Administrative Agentless than zero, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination rate shall be deemed to be zero for purposes of this Agreement; provided, further, however, that if less than two Reference Banks shall supply a request rate to the Administrative Agent for purposes of determining the LIBO Rate for such Eurocurrency Borrowing, (i) if such Borrowing shall be requested in Dollars, then such Borrowing shall be made as an ABR Loan, Borrowing at the Alternate Base Rate and (iiiii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after if such determination Borrowing shall be deemed to requested in any Foreign Currency, the LIBO Rate shall be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as rate determined by the Foreign Exchange Rate on such date) of Administrative Agent in its reasonable discretion after consultation with the relevant Multi-Currency Company and consented to in writing by the Required Lenders (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation“Alternative Rate”); provided, however, that any request for a conversion of a Multi-Currency Revolving Loan until such time as the Alternative Rate shall be deemed determined and so consented to by the Required Lenders, Borrowings shall not be a request for a conversion into an ABR Loan available in an aggregate principal amount equal such Foreign Currency. It is hereby understood and agreed that, notwithstanding anything to the Dollar equivalent foregoing set forth in this Section 2.14(a), if at any time the conditions set forth in Section 2.14(c)(i) or (as determined by the Foreign Exchange Rate on such dateii) of the relevant Multi-Currency. Also, are in the event of any such determinationeffect, the relevant Borrower provisions of this Section 2.14(a) shall no longer be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance applicable for any purpose of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders hereunder determining any alternative rate of interest under this Agreement and Section 2.14(c) shall instead be conclusive absent manifest errorapplicable for all purposes of determining any alternative rate of interest under this Agreement.

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 Eurocurrency Loan LIBOR Borrowing, (i) the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon each Borrowerabsent manifest error) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate or the Eurodollar Base Rate for such Interest Period, or (ii) the Agent is advised by the Required Revolving Credit Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Eurodollar Rate determined or to be determined the Eurodollar Base Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency their Loans during included in such Interest PeriodLIBOR Borrowing, or (iii) if the Administrative Agent shall, or any Lender shall have determined in good faith that as soon a result of any Change in Law it is unlawful or impossible for any Lender to make or maintain any LIBOR Borrowing; then in each case the Agent shall give notice thereof to the Borrower and the affected Lenders by telephone or telecopy as promptly as practicable thereafter, give written or telecopy notice of such determination to the Borrowers and the Lenders. In the event of any such determinationthereafter and, until the Administrative Agent shall have advised notifies the Borrowers Borrower and the such Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a Borrower for a Eurocurrency Competitive Loan pursuant to Section 2.3 to be made after such determination shall be of no force and effect and shall be denied Interest Election Request submitted by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination shall be deemed to be a request for an ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitledineffective; provided that if as a result of a Change in Law the Lenders are prohibited from maintaining any outstanding LIBOR Borrowing, upon notice from the Agent, the Borrower shall immediately (A) convert such LIBOR Borrowing to a Base Rate Loan, or (B) repay such LIBOR Borrowing in its sole discretionfull, if together with all interest accrued thereon and all fees and other amounts payable to the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest error(in either case, subject to the provisions of subsection 2.3(g) of this Agreement with respect to redeployment costs).

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 Eurocurrency Loan (i) Eurodollar Borrowing the Administrative Paying Agent shall have determined in good faith (which determination shall be conclusive and binding upon each Borroweri) that, by reason that dollar deposits in the principal amounts of circumstances affecting the relevant market, adequate and Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market or (ii) that reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest PeriodLIBO Rate, the Administrative Paying Agent shall, as soon as practicable thereafter, give written telex or telecopy notice of such determination to the Borrowers Borrower and the Lenders. In the event of any such determinationdetermination under clauses (i) or (ii) above, until the Administrative Paying Agent shall have advised the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a the Borrower for a Eurocurrency Competitive Loan Eurodollar Borrowing pursuant to Section 2.3 to be made after such determination shall be of no force and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination 2.04 shall be deemed to be a request for an ABR LoanBorrowing. In the event a Lender notifies the Paying Agent that the rates at which dollar deposits are being offered will not adequately and fairly reflect the cost to such Lender of making or maintaining its Eurodollar Loan during such Interest Period, (iii) the Paying Agent shall notify the Borrower of such notice and until the Lender shall have advised the Paying Agent that the circumstances giving rise to such notice no longer exist, any request by a the Borrower for a Multi-Currency Revolving Loan to be made after such determination Eurodollar Borrowing shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal Borrowing for the same Interest Period with respect to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretoLender. Each determination by the Administrative Paying Agent or the Required Lenders 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 Eurocurrency Loan (i) LIBOR Loan, the Administrative Agent Bank shall have determined (which determination shall be conclusive and binding upon each Borroweri) thatthat dollar deposits in the amount of the requested principal amount of such LIBOR Loan are not generally available in the London Interbank Market, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for rate at which such Interest Period dollar deposits are being offered will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) the Bank of making or maintaining Eurocurrency Loans such LIBOR Loan during such Interest Period, or (iii) that reasonable means do not exist for ascertaining the Administrative Agent LIBOR, the Bank shall, as soon as practicable thereafter, give written or telecopy telex notice of such determination to the Borrowers and the LendersBorrower. In the event of any such determination, until the Administrative Agent shall have advised the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a Borrower for a Eurocurrency Competitive Loan pursuant to Section 2.3 to no LIBOR Loans will be made after such determination shall be of no force and effect and shall be denied by the Administrative Agent, hereunder (ii) any request by a Borrower for a Eurocurrency Revolving Credit each outstanding LIBOR Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination shall be deemed to be converted into a request for an ABR Loan, Fluctuating Rate Loan on the last day of the then current Interest Period applicable thereto and (iii) any request by a unless the Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal notifies the Bank at least two Business Days prior to the Dollar equivalent (as determined by the Foreign Exchange Rate date of any proposed borrowing of a LIBOR Loan for which a Notice of Borrowing has previously been given that it elects not to borrow on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit , such Loan pursuant to Section 2.8 to shall instead be made after as a Fluctuating Rate Loan. Promptly upon becoming aware that the circumstances giving rise to such determination shall have notice no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determinationlonger exist, the relevant Bank shall use its best efforts to notify the Borrower that its obligation to make LIBOR Loans and convert Loans into LIBOR Loans has been reinstated, but its failure to do so shall be entitled, in its sole discretion, if impose no liability on the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretoBank. Each determination by the Administrative Agent or the Required Lenders Bank 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 Eurocurrency Loan (i) Eurodollar Borrowing the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each Borroweri) that, by reason that dollar deposits in the principal amounts of circumstances affecting the relevant market, adequate and Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market or (ii) that reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest PeriodLIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers Borrower and the Lenders. In the event of any such determinationdetermination under clauses (i) or (ii) above, until the Administrative Agent shall have advised the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (ix) any request by a the Borrower for a Eurocurrency Eurodollar Competitive Loan Borrowing pursuant to Section 2.3 to be made after such determination 2.03 shall be of no force and effect and shall be denied by the Administrative Agent, Agent and (iiy) any request by a the Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars Eurodollar Standby Borrowing pursuant to Section 2.4 to be made after such determination 2.04 shall be deemed to be a request for an ABR LoanBorrowing. In the event the Required Lenders notify the Administrative Agent that the rates at which dollar deposits are being offered will not adequately and fairly reflect the cost to such Lenders of making or maintaining Eurodollar Loans during such Interest Period, (iii) the Administrative Agent shall notify the Borrower of such notice and until the Required Lenders shall have advised the Administrative Agent that the circumstances giving rise to such notice no longer exist, any request by a the Borrower for a Multi-Currency Revolving Loan to be made after such determination Eurodollar Standby Borrowing shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretoBorrowing. Each determination by the Administrative Agent or the Required Lenders hereunder shall be made in good faith and shall be conclusive absent manifest error; provided that the Administrative 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 (a) If in connection with any request for a Term SOFR Loan or an Alternative Currency Loan or a conversion of ABR Loans to the commencement Term SOFR Loans or an Alternative Currency Loans or a continuation of any Interest Period for a Eurocurrency Loan of such Loans, as applicable, (i) the Administrative Agent shall have determined determines (which determination shall be conclusive absent demonstrable error) that (A) no Successor Rate for the Relevant Rate for the applicable Agreed Currency has been determined in accordance with Section 2.14(b) or Section 2.14(c) and binding upon each Borrowerthe circumstances under clause (i) thatof Section 2.14(b) or of Section 2.14(c) or the Scheduled Unavailability Date, by reason of circumstances affecting or the relevant marketSOFR Scheduled Unavailability Date, has occurred with respect to such Relevant Rate (as applicable), or (B) adequate and reasonable means do not otherwise exist for ascertaining determining the Eurocurrency Relevant Rate for such the applicable Agreed Currency for any determination date(s) or requested Interest Period, as applicable, with respect to a proposed Term SOFR Loan or Alternative Currency Loan or in connection with an existing or proposed ABR Loan, or (ii) the Administrative Agent or the Required Lenders shall have determined and shall have notified the Administrative Agent determine that for any reason that the Eurocurrency Relevant Rate determined or with respect to be determined a proposed Loan denominated in an Agreed Currency for such any requested Interest Period will or determination date(s) does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by of funding such Lenders) of making or maintaining Eurocurrency Loans during such Interest PeriodLoan, the Administrative Agent shallwill promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Term SOFR Loans or Loans in the affected currencies, as soon applicable, or to convert ABR Loans to Term SOFR Loans or Loans in the affected currencies, as practicable thereafterapplicable, give written or telecopy notice of such determination shall be suspended, in each case to the Borrowers extent of the affected Term SOFR Loans, Alternative Currency Loans or Interest Period or determination date(s), as applicable, and the Lenders. In (y) in the event of any such determinationa determination described in the preceding sentence with respect to the Term SOFR component of the Alternate Base Rate, the utilization of the Term SOFR component in determining the Alternate Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 2.14(a), until the Administrative Agent shall have advised upon instruction of the Borrowers and Required Lenders) revokes such notice, which the Lenders Administrative Agent hereby agrees to do reasonably promptly following its determination (or the determination of the Required Lenders, as the case may be) that the aforementioned circumstances giving rise have ceased to exist. Upon the Borrower’s receipt of such notice no longer existnotice, (i) the Borrower may revoke any pending request by a Borrower for a Eurocurrency Competitive Loan pursuant Borrowing of, or conversion to Section 2.3 Term SOFR Loans or Alternative Currency Loans or Borrowing of, or continuation of, Term SOFR Loans or Alternative Currency Loans to the extent of the affected Term SOFR Loans, Alternative Currency Loans or Interest Period or determination date(s), as applicable or, failing that, will be made after deemed to have converted such determination shall be request into a request for a Borrowing of no force ABR Loans denominated in Dollars in the Dollar Amount of the amount specified therein and effect and shall be denied by the Administrative Agent, (ii) (A) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination outstanding Term SOFR Loans shall be deemed to have been converted to ABR Loans immediately at the end of their respective applicable Interest Period and (B) any outstanding affected Alternative Currency Loans, at the Borrower’s election, shall either (1) be converted into a request for Borrowing of ABR Loans denominated in Dollars in the Dollar Amount of such outstanding Alternative Currency Loan immediately, in the case of an ABR Alternative Currency Daily Rate Loan or at the end of the applicable Interest Period, in the case of an Alternative Currency Term Rate Loan or (2) be prepaid in full immediately, in the case of an Alternative Currency Daily Rate Loan, or at the end of the applicable Interest Period, in the case of an Alternative Currency Term Rate Loan; provided that, if no election is made by the Borrower (iiix) any request in the case of an Alternative Currency Daily Rate Loan, by a the date that is three Business Days after receipt by the Borrower of such notice or (y) in the case of an Alternative Currency Term Rate Loan, by the last day of the current Interest Period for a Multi-the applicable Alternative Currency Revolving Loan to be made after such determination Term Rate Loan, the Borrower shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent have elected clause (as determined by the Foreign Exchange Rate on such date1) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest errorabove.

Alternate Rate of Interest. In At any time that (a) the event, circumstances set forth in Section 5.06 or 5.07 have arisen and on each occasion, that on such circumstances are unlikely to be temporary or (b) the day two Business Days prior to the commencement of any Interest Period for a Eurocurrency Loan circumstances set forth in Section 5.06 or 5.07 have not arisen but either (i) the Administrative Agent shall have determined supervisor or the administrator of the LIBO Screen Rate has made a public statement that the administrator of the LIBO Screen Rate is insolvent (which determination shall be conclusive and binding upon each Borrower) thatthere is no successor administrator that will continue publication of the LIBO Screen Rate), by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published by it (and shall have notified there is no successor administrator that will continue publication of the LIBO Screen Rate) or (iii) the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent that has made a public statement identifying a specific date after which the Eurocurrency LIBO Screen Rate determined or to may no longer be determined used for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest Perioddetermining interest rates for loans, then the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice and the Borrower shall endeavor to establish an alternate rate of such determination interest to the Borrowers LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the Lenders. In the event contrary in Section 12.02, such amendment shall become effective without any further action or consent of any such determination, until other party to this Agreement so long as the Administrative Agent shall not have advised received, within five Business Days of the Borrowers and date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. At any time that the circumstances giving rise to such notice no longer existset forth in Section 5.06 or 5.07 have arisen, then until an alternate rate of interest shall be determined in accordance with this Section 5.10, (i) any request by Revolving Credit Borrowing Request that requests the conversion of any Revolving Credit Borrowing to, or continuation of any Revolving Credit Borrowing as, a Borrower for a Eurocurrency Competitive Loan pursuant to Section 2.3 to be made after such determination Eurodollar Borrowing shall be of no force ineffective and effect and shall be denied by the Administrative Agent, (ii) if any request by Borrowing Request requests a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to Eurodollar Borrowing, such Borrowing shall be made after as an ABR Borrowing; provided that, if such determination alternate rate of interest shall be less than zero, such rate shall be deemed to be a request zero for an ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) purposes of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest errorthis Agreement.

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 Eurocurrency Loan Borrowing, (i) the Administrative Agent shall have determined reasonably determines (which determination shall be conclusive and binding upon each Borrowerabsent manifest error) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Eurocurrency Borrowing for such Interest Period, Period and the circumstances described in Section 2.13(b)(i) do not apply; or (ii) the Administrative Agent is advised by the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for such Eurocurrency Borrowing for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lendersor Lender) of making or maintaining Eurocurrency their Loans during (or its Loan) included in such Borrowing for such Interest Period, ; then the Administrative Agent shall, shall give written notice thereof to the Lead Borrower and the Lenders as soon promptly as practicable thereafter, give written or telecopy notice of such determination to the Borrowers and the Lenders. In the event of any such determinationthereafter and, until the Administrative Agent shall have advised notifies the Borrowers Lead Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a Borrower for Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Competitive Loan pursuant to Section 2.3 to be made after Borrowing in the Eurocurrency Rate that is unavailable because the conditions described in clauses (a) and (b) above have been satisfied (such determination unavailable rate, the “Unavailable Rate”), shall be of no force ineffective, and effect and shall be denied by the Administrative Agent, (ii) if any request by Borrowing Request requests a Borrower Eurocurrency Borrowing with an Unavailable Rate, (x) if such Borrowing Request is for a Eurocurrency Revolving Credit Loan denominated Borrowing in Dollars dollars or if an alternative rate of interest is not in effect pursuant to Section 2.4 to clause (y) below, such Borrowing shall be made after such determination shall be deemed to be a request for as an ABR Loan, Borrowing (iiiin dollars) any request by a Borrower or (y) if such Borrowing Request is for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan Borrowing in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); providedAlternative Currency, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or may, in consultation with the Lead Borrower, propose to the Lead Borrower in writing an alternative interest rate for the affected Borrowing that, if accepted by the Lead Borrower in a writing delivered to the Administrative Agent within one Business Day of the Lead Borrower’s receipt of such written proposal, shall apply with respect to the affected Borrowing until (1) the Administrative Agent notifies the Lead Borrower and the Lenders that the circumstances giving rise to the notice described above no longer exist, (2) the Administrative Agent is advised by the Required Lenders hereunder that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loan (or its Loans) included in the affected Borrowing or (3) any Lender determines that any law or regulation has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Lead Borrower written notice thereof; provided that, notwithstanding the foregoing, all Eurocurrency Rates (other than any then applicable Unavailable Rates) shall remain available for Borrowings until such rate shall be conclusive absent manifest erroran Unavailable Rate.

Alternate Rate of Interest. In If the eventRequired Lenders determine that for any reason a market for Bankers’ Acceptances does not exist at any time or the Lenders cannot for other reasons, and on each occasionafter reasonable efforts, that on the day two Business Days prior readily sell Bankers’ Acceptances or perform their other obligations under this Agreement with respect to the commencement of any Interest Period for a Eurocurrency Loan (i) Bankers’ Acceptances, the Administrative Agent shall have determined (which determination will promptly so notify the Borrower and each Lender. Thereafter, the Borrower’s right to request the acceptance of Bankers’ Acceptances shall be conclusive and binding upon remain suspended until the Required Lenders determine and the Administrative Agent notifies the Borrower and each Borrower) that, by Lender that the condition causing such determination no longer exists. If the Required Lenders determine that for any reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining determining the Eurocurrency Adjusted LIBO Rate for such any requested Interest PeriodPeriod with respect to a proposed Eurodollar Loan, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Adjusted LIBO Rate determined or to be determined for such any requested Interest Period will with respect to a proposed Eurodollar Loan does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by of funding such Lenders) of making or maintaining Eurocurrency Loans during such Interest PeriodLoan, the Administrative Agent shallwill promptly so notify the Borrower and each Lender. Thereafter, as soon as practicable thereafter, give written the obligation of the Lenders to make or telecopy notice of such determination to the Borrowers and the Lenders. In the event of any such determination, maintain Eurodollar Loans shall be suspended until the Administrative Agent shall have advised (upon the Borrowers and instruction of the Lenders that Required Lenders) revokes such notice. Upon receipt of such notice, the circumstances giving rise to such notice no longer exist, (i) Borrower may revoke any pending request by a Borrower for a Eurocurrency Competitive Loan pursuant to Section 2.3 to be made after such determination shall be borrowing, conversion or continuation of no force and effect and shall be denied by the Administrative AgentEurodollar Loans or, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination shall failing that, will be deemed to be a have converted such request for an ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an borrowing of ABR Loan (Loans in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest errorspecified therein.

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 Eurocurrency Loan (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) Eurodollar Borrowing the Required Lenders shall have determined and shall have notified communicated to the Administrative Agent that dollar deposits in the Eurocurrency Rate determined principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or to be determined for that the rates at which such Interest Period dollar deposits are being offered will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) any Lender of making or maintaining Eurocurrency Loans 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 of such determination to the Borrowers and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a any Borrower for a Eurocurrency Competitive Loan Eurodollar Borrowing pursuant to Section 2.3 to be made after such determination 2.03 shall be of no force and effect and shall be denied by the Administrative Agent, Agent and (ii) any request by a any Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars Eurodollar Borrowing pursuant to Section 2.4 to be made after such determination 2.04 shall be deemed to be a request for for, as applicable, (A) an ABR LoanBorrowing or a CD Borrowing or (B) a refinancing of an ABR Borrowing or a CD Borrowing, (iii) any request as the case may be, with an ABR Borrowing or a CD Borrowing, in each case as such Borrower shall elect by a notice to the Administrative Agent not later than 11:00 a.m., New York City time, one Business Day before such refinancing, comprised of ABR Loans or of CD Loans having an Interest Period as close as possible to the Interest Period requested by such Borrower for a Multi-Currency Revolving Loan to be made after in connection with such determination Eurodollar Borrowing, provided, that in the -------- absence of such election such Borrower shall be deemed to be have requested an ABR Borrowing. The parties hereto shall have the same rights and obligations in respect of a deemed request for a CD Borrowing or an ABR Loan in an aggregate principal amount equal Borrowing pursuant to this Section and the Dollar equivalent (CD Loans and ABR Loans made pursuant thereto, and the Commitments shall be utilized by such CD Loans and such ABR Loans, as determined by the Foreign Exchange Rate on if such date) of the relevant Multi-Currency Borrowing were a Standby Borrowing requested, and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan such Loans were Standby Loans made, pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest error2.04.

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 Eurocurrency Loan or the borrowing of any LIBOR Revolving Loan, (ia) the Administrative Agent shall have determined or the Revolving Loan Lender, as applicable, determines (which determination shall be conclusive and binding upon each Borrowerabsent manifest error) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate LIBOR for such Interest Period, Period or (iib) the Required Lenders shall have determined and shall have notified the Administrative Agent is advised by the Required Lenders, or, in the case of LIBOR Revolving Loans, the Revolving Loan Lender, determines, that the Eurocurrency Rate LIBOR determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Revolving Loan Lender, as conclusively certified by such Lenders) applicable, of making or maintaining Eurocurrency such Loans during for such Interest Period, the Administrative Agent shallor the Revolving Loan Lender, as soon applicable, shall promptly give notice thereof to the Borrower and, if applicable, the Required Lenders, by telephone or telecopy as promptly as practicable thereafter, give written or telecopy notice of such determination to the Borrowers and the Lenders. In the event of any such determinationthereafter and, until the Administrative Agent shall have advised or the Borrowers and Revolving Loan Lender, as applicable, notifies the Lenders Borrower and, if applicable, such Required Lenders, that the circumstances giving rise to such notice no longer exist, (i) any request by a the Administrative Agent or the Revolving Loan Lender, as applicable, shall promptly give written notice thereof to the Borrower and, if applicable, such Required Lenders. If such notice is given with respect to Term Loans, the rate of interest on each applicable Lender's Loans for a Eurocurrency Competitive Loan pursuant to Section 2.3 to each Interest Period thereafter will be made after such determination shall be the average cost of no force and effect and shall be denied funds for the Required Lenders, as reasonably determined by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency plus the Applicable Margin. If such notice is given with respect to Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination Loans, all LIBOR Revolving Loans shall be deemed to have been converted into Base Rate Revolving Loans effective upon the giving of such notice, and LIBOR Revolving Loans shall thereafter not be a request for an ABR Loan, (iii) any request by a Borrower for a Multi-Currency available until the Revolving Loan Lender advises the Borrower that the circumstances giving rise to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have notice no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest errorlonger exist.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of (a) If in connection with any Interest Period request for a Eurocurrency Eurodollar Loan or a conversion to or continuation thereof, (i) the Administrative Agent shall have determined determines that (which determination shall be conclusive A) dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and binding upon each BorrowerInterest Period of such Eurodollar Loan, or (B) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining determining the Eurocurrency Eurodollar Rate for such any requested Interest PeriodPeriod with respect to a proposed Eurodollar Loan or in connection with an existing or proposed ABR Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (ii) the Administrative Agent or Required Lenders shall have determined and shall have notified determine that for any reason the Administrative Agent that the Eurocurrency Eurodollar Rate determined or to be determined for such any requested Interest Period will with respect to a proposed Eurodollar Loan does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by of funding such Lenders) of making or maintaining Eurocurrency Loans during such Interest PeriodLoan, the Administrative Agent shallwill promptly so notify the Borrower and each Lender. Thereafter, as soon as practicable thereafter, give written (x) the obligation of the Lenders to make or telecopy notice of such determination maintain Eurodollar Loans shall be suspended (to the Borrowers extent of the affected Eurodollar Loans or Interest Periods), and the Lenders. In (y) in the event of any such determinationa determination described in the preceding sentence with respect to the Eurodollar Rate component of the Alternate Base Rate, the utilization of the Eurodollar Rate component in determining the Alternate Base Rate shall be suspended, in each case until the Administrative Agent shall have advised (upon the Borrowers and instruction of the Lenders that Required Lenders) revokes such notice. Upon receipt of such notice, the circumstances giving rise to such notice no longer exist, (i) Borrower may revoke any pending request by a Borrower for a Eurocurrency Competitive Loan pursuant Borrowing of, conversion to Section 2.3 or continuation of Eurodollar Loans (to be made after such determination shall be the extent of no force and effect and shall be denied by the Administrative Agentaffected Eurodollar Loans or Interest Periods) or, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination shall failing that, will be deemed to be a have converted such request for an ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an Borrowing of ABR Loan (Loans in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest errorspecified therein.

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 Eurocurrency Loan (i) LIBOR Loan, the Administrative Agent shall have determined (in good faith that Dollar or Euro deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market or other market in which determination shall be conclusive and binding upon each Borrower) thatLenders ordinarily raise Dollars or Euros, by reason as applicable, to fund Loans of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Periodrequested Type, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined rates at which such Dollar or to be determined for such Interest Period Euro, as applicable, deposits are being offered will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) any Lender of making or maintaining Eurocurrency Loans its LIBOR Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, then the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy faxed notice of such determination to the Borrowers Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (a) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, an affected LIBOR Borrowing shall be ineffective, (b) any affected LIBOR Borrowing that is requested to be continued shall (i) any request by if denominated in Dollars, be continued as a Borrower for a Eurocurrency Competitive Loan pursuant to Section 2.3 to be made after such determination shall be of no force Base Rate Borrowing and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan if denominated in Dollars pursuant to Section 2.4 to Euros, be made after such determination shall be deemed to be a repaid on the last day of the then-current Interest Period applicable thereto and (c) any Borrowing request for an ABR Loan, affected LIBOR Borrowing shall (iiii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall Borrowing denominated in Dollars, be deemed to be a request for a conversion into an ABR Loan Base Rate Borrowing and (ii) in the case of a requested continuation); providedBorrowing denominated in Euros, that any request for a conversion of a Multi-Currency Revolving Loan be ineffective (and no Lender shall be deemed obligated to be make a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretoaccount thereof). Each determination by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, event and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurocurrency Loan (i) Eurodollar Borrowing the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon each Borrowera) that, by reason that dollar deposits in the principal amounts of circumstances affecting the relevant market, adequate and Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market or (b) that reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest PeriodLIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers Borrower and the Lenders. In the event of any such determinationdetermination under clauses (a) or (b) above, until the Administrative Agent shall have advised the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a the Borrower for a Eurocurrency Competitive Loan pursuant to Section 2.3 to be made after such determination shall be of no force and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination Eurodollar Borrowing shall be deemed to be a request for an ABR Borrowing. In the event a Lender notifies the Administrative Agent that the rates at which dollar deposits are being offered will not adequately and fairly reflect the cost to such Lender of making or maintaining its Eurodollar Loan during such Interest Period, the Administrative Agent shall notify the Borrower of such notice and until the Lender shall have advised the Administrative Agent that the circumstances giving rise to such notice no longer exist, (i) such Eurodollar Loan will automatically, on the last day of the then existing Interest Period therefore, convert into an ABR Loan, (iiiii) any request by a the Borrower for a Multi-Currency Revolving Loan to be made after such determination Eurodollar Borrowing shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal Borrowing for the same Interest Period with respect to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency Lender and (iviii) any request by a Borrower for conversion the obligation of such Lender to make, or to convert, Loans into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or Eurodollar Loans shall be deemed to be a request for a conversion into an ABR Loan (in suspended until the case of a requested continuation); provided, Administrative Agent shall notify the Borrower that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as such Lender has determined by the Foreign Exchange Rate on that such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretocircumstances no longer exist. Each determination by the Administrative Agent or the Required Lenders 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 Eurocurrency Loan (i) Borrowing, the Administrative Agent shall have determined (which determination shall be conclusive i) that deposits in the currency and binding upon each Borrowerprincipal amounts of the Eurocurrency Loans comprising such Borrowing are not generally available in the London market or (ii) that, by reason of circumstances affecting the relevant market, adequate and that reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest PeriodLIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers Borrower and the Lenders. In the event of any such determinationdetermination under clause (i) or (ii) above, until the Administrative Agent shall have advised the Borrowers Company and the Lenders that the circumstances giving rise to such notice no longer exist, (ix) any request by a Borrower for a Eurocurrency Competitive Loan pursuant to Section 2.3 to be made after such determination 2.03 shall be of no force and effect and shall be denied by the Administrative Agent, (iiy) any request by a Borrower for a Eurocurrency Revolving Credit Standby Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination 2.04(a) shall be deemed to be a request for an ABR Loan, Borrowing and (iiiz) any request by a Borrower for a Multi-Eurocurrency Local Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 2.04(b) and to be made after such determination shall have no force and effect (in the case of a requested conversion) or Local Currency Addendum shall be deemed to be a request for a conversion into an ABR Local Currency Loan (bearing interest by reference to the rate specified in the case applicable Local Currency Addendum (provided that if the requested Eurocurrency Local Currency Loan was to be made pursuant to a Local Currency Addendum in which no rate is specified such request shall be of a requested continuationno force and effect and shall be denied by the Administrative Agent); provided. In the event the Required Lenders notify the Administrative Agent that the rates at which Dollar deposits are being offered will not adequately and fairly reflect the cost to such Lenders of making or maintaining Eurocurrency 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 no longer exist, any request by such Borrower for a conversion of a Multi-Currency Revolving Eurocurrency Standby Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretoBorrowing. Each determination by the Administrative Agent or the Required Lenders hereunder shall be made in good faith and shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event(a) If in connection with any request for a Term Benchmark Loan, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for an RFR Loan or a Eurocurrency Loan or a conversion of ABR Loans to Term Benchmark Loan or RFR Loans, as applicable, or a continuation of any of such Loans, as applicable, (i) the Administrative Agent shall have determined determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate for the Relevant Rate for the applicable Agreed Currency has been determined in accordance with Section 2.17(b), Section 2.17(c) or Section 2.17(d) and binding upon each Borrowerthe circumstances under clause (i) thatof Section 2.17(b), by reason of circumstances affecting Section 2.17(c) or of Section 2.17(d) or the relevant marketTerm SOFR Scheduled Unavailability Date, the Daily Simple SOFR Scheduled Unavailability Date or the Other Relevant Rate Scheduled Unavailability Date, has occurred with respect to such Relevant Rate (as applicable), or (B) adequate and reasonable means do not otherwise exist for ascertaining determining the Eurocurrency Relevant Rate for such the applicable Agreed Currency for any determination date or requested Interest Period, as applicable, with respect to a proposed Term Benchmark Loan, RFR Loan or a Eurocurrency Loan or in connection with an existing or proposed ABR Loan, or (ii) the Administrative Agent or the Required Lenders shall have determined and shall have notified the Administrative Agent determine that for any reason that the Eurocurrency Relevant Rate determined or with respect to be determined a proposed Loan denominated in an Agreed Currency for such any requested Interest Period will or determination date does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by of funding such Lenders) of making or maintaining Eurocurrency Loans during such Interest PeriodLoan, the Administrative Agent shallwill promptly so notify the Parent Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Term Benchmark Loans, RFR Loans or a Eurocurrency Loans, as soon applicable, or to convert ABR Loans to Term Benchmark Loans or RFR Loans, as practicable thereafterapplicable, give written or telecopy notice of such determination shall be suspended in each case to the Borrowers extent of the affected Term Benchmark Loans, RFR Loans or a Eurocurrency Loans or Interest Period or determination date, as applicable, and the Lenders. In (y) in the event of any such determinationa determination described in the preceding sentence with respect to the Term SOFR component of the ABR, the utilization of the Term SOFR component in determining the ABR shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 2.17(a), until the Administrative Agent shall have advised upon instruction of the Borrowers and the Lenders that the circumstances giving rise to Required Lenders) revokes such notice no longer existnotice. Upon receipt of such notice, (i) the Parent Borrower may revoke any pending request by a Borrower for a Borrowing of, or conversion to, Term Benchmark Loans or RFR Loans, or continuation of Term Benchmark Loans, or Borrowing of, or continuation of the applicable Eurocurrency Competitive Loans (to the extent of the affected Loan pursuant or Interest Period or determination date, as applicable) or, failing that, will be deemed to Section 2.3 to be made after have converted such determination shall be request into a request for a Borrowing of no force ABR Loans denominated in Dollars in the Dollar Equivalent of the amount specified therein and effect and shall be denied by the Administrative Agent, (ii) (A) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination outstanding Term Benchmark Loans shall be deemed to be a request for an have been converted to ABR Loan, (iii) Loans at the end of their respective applicable Interest Period or any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination outstanding RFR Loans shall be deemed to have been converted to ABR Loans immediately and (B) any outstanding affected Eurocurrency Loans, at the Parent Borrower’s election, shall either (1) be converted into a request for an Borrowing of ABR Loan Loans denominated in an aggregate principal amount equal to Dollars in the Dollar equivalent Equivalent of the amount, in the case of Eurocurrency Loan denominated in Pounds Sterling, immediately, or, in the case of any other Eurocurrency Loans, at the end of the applicable Interest Period, or (2) in the case of Eurocurrency Loan denominated in Pounds Sterling, be prepaid in full immediately, or, in the case of any other Eurocurrency Loans, at the end of the applicable Interest Period, as determined applicable; provided that if no election is made by the Foreign Exchange Rate on such dateParent Borrower (x) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversionEurocurrency Loan denominated in Pounds Sterling, by the date that is three Business Days after receipt by the Parent Borrower of such notice or (y) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); providedEurocurrency Loan denominated in other Foreign Currency, that any request by the last day of the current Interest Period for a conversion of a Multi-Currency Revolving Loan the applicable Eurocurrency Loan, the Parent Borrower shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent have elected clause (as determined by the Foreign Exchange Rate on such date1) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest errorabove.

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 Eurocurrency Loan (i) Eurodollar Borrowing the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each Borroweri) that, by reason that dollar deposits in the principal amounts of circumstances affecting the relevant market, adequate and Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market or (ii) that reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest PeriodLIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers and the Lenders. In the event of any such determinationdetermination under clause (i) or (ii) above, until the Administrative Agent shall have advised the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (ix) any request by a Borrower for a Eurocurrency Eurodollar Competitive Loan Borrowing pursuant to Section 2.3 to be made after such determination 2.03 shall be of no force and effect and shall be denied by the Administrative Agent, Agent and (iiy) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars Eurodollar Standby Borrowing pursuant to Section 2.4 to be made after such determination 2.04 shall be deemed to be a request for an ABR LoanBorrowing. In the event the Required Lenders notify the Administrative Agent that the rates at which dollar deposits are being offered will not adequately and fairly reflect the cost to such Lenders of making or maintaining Eurodollar Loans during such Interest Period, (iii) 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 no longer exist, any request by a such Borrower for a Multi-Currency Revolving Loan to be made after such determination Eurodollar Standby Borrowing shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretoBorrowing. Each determination by the Administrative Agent or the Required Lenders hereunder shall be made in good faith and shall be conclusive absent manifest error; provided that the Administrative 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 If at any Interest Period for a Eurocurrency Loan (i) time the Administrative Agent shall have determined determines (which determination shall be made by notice to the Borrower and shall be conclusive and binding upon each Borrowerabsent manifest error) that, by reason of that (i) the circumstances affecting the relevant market, adequate set forth in Section 2.08(b)(i) have arisen and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, circumstances are unlikely to be temporary or (ii) the Required Lenders shall circumstances set forth in Section 2.08(b)(i) have determined not arisen but either (w) the supervisor for the administrator of the Screen Rate has made a public statement that the administrator of the Screen Rate is insolvent (and shall have notified there is no successor administrator that will continue publication of the Screen Rate), (x) the administrator of the Screen Rate has made a public statement identifying a specific date after which the Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the Screen Rate), (y) the supervisor for the administrator of the Screen Rate has made a public statement identifying a specific date after which the Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the Screen Rate or a governmental authority having jurisdiction over the Administrative Agent that or the Eurocurrency administrator of the Screen Rate determined has made a public statement identifying a specific date after which the Screen Rate may no longer be used for determining interest rates for loans or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest Perioddeemed representative, then the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice and the Borrower may endeavor to establish an alternate rate of such determination interest to LIBOR that gives due consideration to the Borrowers then evolving or prevailing market convention for determining a rate of interest for similar syndicated loans in the United States at such time, and may enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the Lenders. In avoidance of doubt, such related changes shall not include a reduction of the event Applicable Margin); provided that, if such alternate rate of any interest as so determined would be less than zero, such determination, until the Administrative Agent shall have advised the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a Borrower for a Eurocurrency Competitive Loan pursuant to Section 2.3 to be made after such determination shall be of no force and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 8.01, in the case of any proposed alternative rate of interest, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date that a request for copy of the amendment is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination alternate rate of interest shall be deemed to be a request for an ABR Loan determined in an aggregate principal amount equal to accordance with this Section 2.08(f) (but, in the Dollar equivalent case of the circumstances described in clause (as determined by the Foreign Exchange Rate on such dateii) of the relevant Multi-Currency first sentence of this Section 2.08(f), only to the extent the Screen Rate for the applicable currency and such Interest Period is not available or published at such time on a current basis), (ivx) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 Rate Advances requested to be made after such determination made, converted or continued as or into, as applicable, Eurocurrency Rate Advances denominated in Dollars shall have no force and effect automatically (in the case of conversions or continuations, on the last day of the then existing Interest Period) be made, converted or continued as or into, as applicable, Base Rate Advances, (y) any Notice of Borrowing that requests the making of a requested conversion) or Eurocurrency Rate Advance in an affected Alternative Currency shall be deemed to be a request for a conversion into ineffective, and (z) any Advances denominated in an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-affected Alternative Currency Revolving Loan shall be deemed to be made or maintained at a request rate for short term borrowings of such Alternative Currency determined in a conversion into an ABR Loan customary manner in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination good faith by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest errorAgent.

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 Eurocurrency Loan (i) Eurodollar Borrowing the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each Borroweri) that, by reason that dollar deposits in the principal amounts of circumstances affecting the relevant market, adequate and Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market or (ii) that reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest PeriodLIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers Borrower and the Lenders. In the event of any such determinationdetermination under clause (i) or (ii) above, until the Administrative Agent shall have advised the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a the Borrower for a Eurocurrency Competitive Loan Eurodollar Borrowing pursuant to Section 2.3 to be made after such determination shall be of no force and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination 2.03 shall be deemed to be a request for an ABR LoanBorrowing. In the event the Required Lenders notify the Administrative Agent that the rates at which dollar deposits are being offered will not adequately and fairly reflect the cost to such Lenders of making or maintaining Eurodollar Loans during such Interest Period, (iii) the Administrative Agent shall notify the Borrower of such notice, and until the Required Lenders shall have advised the Administrative Agent that the circumstances giving rise to such notice no longer exist, any request by a the Borrower for a Multi-Currency Revolving Loan to be made after such determination Eurodollar Borrowing shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretoBorrowing. Each determination by the Administrative Agent or the Required Lenders hereunder shall be made in good faith and shall be conclusive absent manifest error; provided that the Administrative 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(a) If in connection with any request for a Daily SOFR Loan, and on each occasiona Term SOFR Loan or an Alternative Currency Loan or a conversion of ABR Loans to a Daily SOFR Loan, that on the day two Business Days prior to the commencement a Term SOFR Loan or an Alternative Currency Loan or a continuation of any Interest Period for a Eurocurrency Loan of such Loans, as applicable, (i) the Administrative Agent shall have determined determines (which determination shall be conclusive absent demonstrable error) that (A) no Successor Rate for the Relevant Rate for the applicable Agreed Currency has been determined in accordance with Section 2.14(b) or Section 2.14(c) and binding upon each Borrowerthe circumstances under clause (i) thatof Section 2.14(b) or of Section 2.14(c) or the Scheduled Unavailability Date, by reason of circumstances affecting or the relevant marketSOFR Scheduled Unavailability Date, has occurred with respect to such Relevant Rate (as applicable), or (B) adequate and reasonable means do not otherwise exist for ascertaining determining the Eurocurrency Relevant Rate for such the applicable Agreed Currency for any determination date(s) or requested Interest Period, as applicable, with respect to a proposed Daily SOFR Loan, Term SOFR Loan or Alternative Currency Loan or in connection with an existing or proposed ABR Loan, or (ii) the Administrative Agent or the Required Lenders shall have determined and shall have notified the Administrative Agent determine that for any reason that the Eurocurrency Relevant Rate determined or with respect to be determined a proposed Loan denominated in an Agreed Currency for such any requested Interest Period will or determination date(s) does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by of funding such Lenders) of making or maintaining Eurocurrency Loans during such Interest PeriodLoan, the Administrative Agent shallwill promptly so notify the Opco Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Daily SOFR Loans, Term SOFR Loans or Loans in the affected currencies, as soon applicable, or to convert ABR Loans to Daily SOFR Loans, Term SOFR Loans or Loans in the affected currencies, as practicable thereafterapplicable, give written or telecopy notice of such determination shall be suspended in each case to the Borrowers extent of the affected Daily SOFR Loans, Term SOFR Loans, Alternative Currency Loans or Interest Period or determination date(s), as applicable, and the Lenders. In (y) in the event of any such determinationa determination described in the preceding sentence with respect to the Term SOFR component of the Alternate Base Rate, the utilization of the Term SOFR component in determining the Alternate Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 2.14(a), until the Administrative Agent shall have advised upon instruction of the Borrowers and Required Lenders) revokes such notice, which the Lenders Administrative Agent hxxxxx agrees to do reasonably promptly following its determination (or the determination of the Required Lenders, as the case may be) that the aforementioned circumstances giving rise have ceased to exist. Upon the Opco Borrower’s receipt of such notice no longer existnotice, (i) the Opco Borrower may revoke any pending request by a Borrower for a Eurocurrency Competitive Loan pursuant Borrowing of, or conversion to Section 2.3 Daily SOFR Loans, Term SOFR Loans or Alternative Currency Loans or Borrowing of, or continuation of, Daily SOFR Loans, Term SOFR Loans or Alternative Currency Loans to the extent of the affected Term SOFR Loans, Alternative Currency Loans or Interest Period or determination date(s), as applicable or, failing that, will be made after deemed to have converted such determination shall be request into a request for a Borrowing of no force ABR Loans denominated in Dollars in the Dollar Amount of the amount specified therein and effect and shall be denied by the Administrative Agent, (ii) (A) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination outstanding Daily SOFR Loans and Term SOFR Loans shall be deemed to have been converted to ABR Loans immediately and (B) any outstanding affected Alternative Currency Loans, at the Opco Borrower’s election, shall either (1) be converted into a request for Borrowing of ABR Loans denominated in Dollars in the Dollar Amount of such outstanding Alternative Currency Loan immediately, in the case of an ABR Alternative Currency Daily Rate Loan or at the end of the applicable Interest Period, in the case of an Alternative Currency Term Rate Loan or (2) be prepaid in full immediately, in the case of an Alternative Currency Daily Rate Loan, or at the end of the applicable Interest Period, in the case of an Alternative Currency Term Rate Loan; provided that, if no election is made by the Opco Borrower (iiix) any request in the case of an Alternative Currency Daily Rate Loan, by a the date that is three Business Days after receipt by the Opco Borrower of such notice or (y) in the case of an Alternative Currency Term Rate Loan, by the last day of the current Interest Period for a Multi-the applicable Alternative Currency Revolving Loan to be made after such determination Term Rate Loan, the Opco Borrower shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent have elected clause (as determined by the Foreign Exchange Rate on such date1) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest errorabove.

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 Eurocurrency Loan (i) Eurodollar Borrowing the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon each Borrowera) that, by reason that dollar deposits in the principal amounts of circumstances affecting the relevant market, adequate and Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market or (b) that reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest PeriodLIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers Borrower and the Lenders. In the event of any such determinationdetermination under clauses (a) or (b) above, until the Administrative Agent shall have advised the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a the Borrower for a Eurocurrency Competitive Loan pursuant to Section 2.3 to be made after such determination shall be of no force and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination Eurodollar Borrowing shall be deemed to be a request for an ABR Borrowing. In the event a Lender notifies the Administrative Agent that the rates at which dollar deposits are being offered will not adequately and fairly reflect the cost to such Lender of making or maintaining its Eurodollar Loan during such Interest Period, the Administrative Agent shall notify the Borrower of such notice and until the Lender shall have advised the Administrative Agent that the circumstances giving rise to such notice no longer exist, (i) such Eurodollar Loan will automatically, on the last day of the then existing Interest Period therefore, convert into an ABR Loan, (iiiii) any request by a the Borrower for a Multi-Currency Revolving Loan to be made after such determination Eurodollar Borrowing shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal Borrowing for the same Interest Period with respect to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency Lender and (iviii) any request by a Borrower for conversion the obligation of such Lender to make, or to convert, Loans into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or Eurodollar Loans shall be deemed to be a request for a conversion into an ABR Loan (in suspended until the case of a requested continuation); provided, Administrative Agent shall notify the Borrower that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as such Lender has determined by the Foreign Exchange Rate on that such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretocircumstances no longer exist. Each determination by the Administrative Agent or the Required Lenders hereunder shall be in good faith and conclusive absent manifest error.

Alternate Rate of Interest. In the event(a) Subject to clauses (b), (c), (d), (e) and on each occasion(f) of this Section 2.10, that on the day two Business Days if prior to the commencement first day of any Interest Period for a Eurocurrency Daily Simple SOFR Loan or Term SOFR Loan: (i) the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon each Borrowerabsent manifest error) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate Daily Simple SOFR or Term SOFR for such Dollars and for any requested Interest Period, ; or (ii) the Administrative Agent is advised by the Required Lenders shall have determined that Daily Simple SOFR or Term SOFR for Dollars and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for such any requested Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lendersor Lender) of making or maintaining Eurocurrency their Loans during (or its Loan), including in such Borrowing for the applicable currency and such Interest Period, ; then the Administrative Agent shallshall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as soon promptly as practicable thereafter, give written or telecopy notice of such determination to the Borrowers and the Lenders. In the event of any such determinationthereafter and, until the Administrative Agent shall have advised notifies the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (ix) any interest election request by that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrower for a Eurocurrency Competitive Daily Simple SOFR Loan pursuant to Section 2.3 to or Term SOFR Loan, as applicable, shall be ineffective and (y) if any Borrowing request requests Daily Simple SOFR Loans or Term SOFR Loans, as applicable, such Borrowing shall be made after such determination shall be as ABR Loans. Furthermore, if any Daily Simple SOFR Loan or Term SOFR Loan, as applicable, is outstanding on the date of no force and effect and shall be denied by the Borrower’s receipt of the notice from the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Agent referred to in this Section 2.10 with respect to the applicable rate applicable to such Daily Simple SOFR Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination shall be deemed to be a request for an ABR or Term SOFR Loan, (iii) then until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, then any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Daily Simple SOFR Loan shall immediately be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination converted by the Administrative Agent or to, and shall constitute, an ABR Loan and on the Required Lenders hereunder last day of the Interest Period applicable to any such Term SOFR Loan, any such Term SOFR Loan shall be conclusive absent manifest errorconverted by the Administrative Agent to, and shall constitute, an ABR 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 Eurocurrency Loan (i) If the Administrative Agent shall have determined has made the determination (which determination shall be conclusive and binding upon each Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a Borrower for a Eurocurrency Competitive Loan pursuant to Section 2.3 to be made after such determination shall be of no force and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination shall be deemed to be a request for an ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest error) that (a) any applicable interest rate specified herein is no longer a widely recognized benchmark rate for newly originated loans in the U.S. syndicated loan market in the applicable currency or (b) the applicable supervisor or administrator (if any) of any applicable interest rate specified herein or any Governmental Authority having, or purporting to have, jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which any applicable interest rate specified herein shall no longer be used for determining interest rates for loans in the U.S. syndicated loan market in the applicable currency, then the Administrative Agent may, to the extent practicable (in consultation with, and approval by, the Borrower and as determined by the Administrative Agent to be generally in accordance with similar situations in other transactions in which it is serving as administrative agent or otherwise consistent with market practice generally), establish a replacement interest rate (the “Replacement Rate”), in which case, the Replacement Rate shall, subject to the next two sentences, replace such applicable interest rate for all purposes under the Loan Documents. In connection with the establishment and application of the Replacement Rate, this Agreement and the other Loan Documents shall be amended solely with the consent of the Administrative Agent and the Borrower as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 5.06. Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including Section 12.02(b)), such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the delivery of such amendment to the Lenders, written notices from such Lenders that in the aggregate constitute Majority Lenders, with each such notice stating that such Lender objects to such amendment (which such notice shall note with specificity the particular provisions of the amendment to which such Lender objects). To the extent the Replacement Rate is approved by the Administrative Agent and the Borrower in connection with this Section 5.06, the Replacement Rate shall be applied in a manner consistent with market practice; provided that, in each case, to the extent such market practice is not administratively feasible for the Administrative Agent, such Replacement Rate shall be applied as otherwise reasonably determined by the Administrative Agent (it being understood that any such modification by the Administrative Agent shall not require the consent of, or consultation with, any of the Lenders).

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 Eurocurrency Loan (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive that deposits in the principal amounts and binding upon each Borrower) that, by reason denominations of circumstances affecting the relevant Loans comprising such Borrowing are not generally available in the London interbank market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for rates at which such Interest Period deposits are being offered in the London interbank market will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) any participating Lender of making or maintaining Eurocurrency its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate or BA Rate, as applicable, for such Interest Period or (ii) the Required Lenders of any Class of Loans during notify the Administrative Agent that the Adjusted LIBO Rate or the BA Rate for any Interest Period will not adequately reflect the cost to the Lenders in such Class of making or maintaining such Loans in the applicable currency for such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy fax notice of such determination to the Borrowers Parent Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrowers Parent 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), (x) each affected Eurodollar Loan denominated in dollars 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 denominated in dollars or to convert ABR Loans into Adjusted LIBO Rate Loans shall be suspended until the Administrative Agent shall notify the Parent Borrower that the Required Lenders of such affected Class of Loans have determined that the circumstances causing such suspension no longer exist, (iy) any request by each BA Rate Loan shall automatically, on the last day of the current Interest Period for such Loan, convert into a Canadian Base Rate Loan and the obligations of the Revolving Credit Lenders to make BA Rate Loans or to convert Canadian Base Rate Loans into BA Rate Loans shall be suspended until the Administrative Agent shall notify the Parent Borrower for that the Required Revolving Lenders have determined that the circumstances causing such suspension no longer exist and (z) each affected Eurodollar Loan that is denominated in a Eurocurrency Competitive Loan pursuant to Section 2.3 to currency other than dollars, shall be made after such determination shall be of no force and effect and shall be denied by the Administrative Agentor continued, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination shall be deemed to be a request for an ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case may be, as Eurodollar Loans with an Interest Period of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (one month and the amount of interest payable in the case respect of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving such Eurodollar Loan shall be deemed to be a request for a conversion into an ABR Loan determined in an aggregate principal amount equal to accordance with the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest error.following provisions:

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of If in connection with any Interest Period request for a Eurocurrency Rate Loan or a conversion to or continuation thereof, (a) (i) the Administrative Agent shall have determined determines that deposits are not being offered to banks in the applicable offshore interbank market for the applicable amount and Interest Period of such Eurocurrency Loan or (which determination shall be conclusive and binding upon each Borrowerii) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining determining the Eurocurrency Rate for such any requested Interest PeriodPeriod with respect to a proposed Eurocurrency Rate Loan or in connection with an existing or proposed ABR Loan (in each case with respect to clause (a) above) (the “Impacted Loans”), or (iib) the Required Lenders shall have determined and shall have notified the Administrative Agent or the affected Lenders determine that for any reason the Eurocurrency Rate determined or to be determined for such any requested Interest Period will with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by of funding such Lenders) of making or maintaining Eurocurrency Loans during such Interest PeriodRate Loan, the Administrative Agent shallwill promptly so notify the Company and each Lender. Thereafter, as soon as practicable thereafter, give written (x) the obligation of the Lenders to make or telecopy notice of such determination maintain Eurocurrency Rate Loans shall be suspended (to the Borrowers extent of the affected Eurocurrency Rate Loans or Interest Periods) and the Lenders. In (y) in the event of any such determinationa determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Alternate Base Rate, the utilization of the Eurocurrency Rate component in determining the Alternate Base Rate shall be suspended, in each case until the Administrative Agent shall have advised (upon the Borrowers and instruction of the Lenders that affected Lenders) revokes such notice. Upon receipt of such notice, the circumstances giving rise to such notice no longer exist, (i) Company may revoke any pending request by a Borrower for a Borrowing of, conversion to or continuation of Eurocurrency Competitive Loan pursuant Rate Loans (to Section 2.3 the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to be have converted such request into a request for a Borrowing of ABR Loans in the amount specified therein. Notwithstanding the foregoing, if the Administrative Agent has made after such the determination shall be of no force and effect and shall be denied by described in this section, the Administrative Agent, (ii) any request by a Borrower in consultation with the Company and the affected Lenders, may establish an alternative interest rate for a Eurocurrency Revolving Credit Loan denominated the Impacted Loans, in Dollars pursuant to Section 2.4 to be made after which case, such determination alternative rate of interest shall be deemed to be a request for an ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal apply with respect to the Dollar equivalent Impacted Loans until (as determined by 1) the Foreign Exchange Rate on such dateAdministrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the relevant Multi-Currency and first sentence of this section, (iv2) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required affected Lenders hereunder shall be conclusive absent manifest errornotify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans or (3) any Lender determines that any applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof.

Alternate Rate of Interest. In (a) If at the event, and on each occasion, time that the Administrative Agent shall seek to determine the LIBOR Screen Rate on the day two Business Days prior to the commencement of Quotation Day for any Interest Period for a Eurocurrency Loan (i) Borrowing the LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Borrowing for any reason, and the Administrative Agent shall have determined reasonably determine that it is not possible to determine the Interpolated Rate (which determination conclusion shall be conclusive and binding upon each Borrower) thatabsent demonstrable error), by reason of circumstances affecting then the relevant market, adequate and reasonable means do not exist for ascertaining Reference Bank Rate shall be the Eurocurrency LIBO Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined Period for such Interest Period will not adequately and fairly reflect Eurocurrency Borrowing; provided that if the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a Borrower for a Eurocurrency Competitive Loan pursuant to Section 2.3 to be made after such determination Reference Bank Rate shall be of no force and effect and shall be denied by the Administrative Agentless than zero, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination rate shall be deemed to be zero for purposes of this Agreement; provided, further, however, that if less than two Reference Banks shall supply a request rate to the Administrative Agent for purposes of determining the LIBO Rate for such Eurocurrency Borrowing, (i) if such Borrowing shall be requested in Dollars (other than Designated Loans), then such Borrowing shall be made as an ABR Borrowing at the Alternate Base Rate (disregarding clause (c) of the definition thereof) and (ii) if such Borrowing shall be requested in any Foreign Currency or if such Borrowing is a Designated Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination the LIBO Rate shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as rate determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or in its sole reasonable discretion and consented to in writing by the Company and the Required Lenders hereunder (the “Alternative Rate”), provided, however, that until such time as the Alternative Rate shall be conclusive absent manifest errordetermined and so consented to by the Company and the Required Lenders, Borrowings shall not be available in such Foreign Currency or as a Designated Loan, as the case may be. It is hereby understood and agreed that, notwithstanding anything to the foregoing set forth in this Section 2.14(a), if at any time the conditions set forth in Section 2.14(c)(i) or (ii) are in effect, the provisions of this Section 2.14(a) shall no longer be applicable for any purpose of determining any alternative rate of interest under this Agreement and Section 2.14(c) shall instead be applicable for all purposes of determining any alternative rate of interest under this Agreement.

Alternate Rate of Interest. In Other than in connection with the discontinuance (or publishing thereof) of the LIBO Rate (which circumstance is addressed in the definition of LIBO Rate), in the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurocurrency Loan (i) Eurodollar Borrowing the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each Borroweri) that, by reason that dollar deposits in the principal amounts of circumstances affecting the relevant market, adequate and Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market or (ii) that reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest PeriodLIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy facsimile notice of such determination to the Borrowers Borrower and the Lenders. In the event of any such determinationdetermination under clause (i) or (ii) above, until the Administrative Agent shall have advised the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice no longer existexist or the Agent and the Borrower have otherwise agreed on a replacement rate as contemplated in the definition of “LIBO Rate”, (i) any request by a the Borrower for a Eurocurrency Competitive Loan Eurodollar Borrowing pursuant to Section 2.3 to be made after such determination shall be of no force and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination 2.03 shall be deemed to be a request for an ABR LoanBorrowing. In the event the Required Lenders notify the Agent that the rates at which dollar deposits are being offered will not adequately and fairly reflect the cost to such Lenders of making or maintaining Eurodollar Loans during such Interest Period, (iii) 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 a the Borrower for a Multi-Currency Revolving Loan to be made after such determination Eurodollar Borrowing shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretoBorrowing. Each determination by the Administrative Agent or the Required Lenders 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 (a) If at the event, and on each occasion, time that the Administrative Agent shall seek to determine the LIBOR Screen Rate on the day two Business Days prior to the commencement of Quotation Day for any Interest Period for a Eurocurrency Loan (i) Borrowing the LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Borrowing for any reason, and the Administrative Agent shall have determined reasonably determine that it is not possible to determine the Interpolated Rate (which determination conclusion shall be conclusive and binding upon each Borrower) thatabsent demonstrable error), by reason of circumstances affecting then the relevant market, adequate and reasonable means do not exist for ascertaining Reference Bank Rate shall be the Eurocurrency LIBO Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined Period for such Interest Period will not adequately and fairly reflect Eurocurrency Borrowing; provided that if the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a Borrower for a Eurocurrency Competitive Loan pursuant to Section 2.3 to be made after such determination Reference Bank Rate shall be of no force and effect and shall be denied by the Administrative Agentless than zero, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination rate shall be deemed to be zero for purposes of this Agreement; provided, further, however, that if less than two Reference Banks shall supply a request rate to the Administrative Agent for purposes of determining the LIBO Rate for such Eurocurrency Borrowing, (i) if such Borrowing shall be requested in Dollars (other than Designated Loans), then such Borrowing shall be made as an ABR Borrowing at the Alternate Base Rate (disregarding clause (c) of the definition thereof) and (ii) if such Borrowing shall be requested in any Foreign Currency or if such Borrowing is a Designated Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination the LIBO Rate shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as rate determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or in its sole reasonable discretion and consented to in writing by the Company and the Required Lenders hereunder (the “Alternative Rate”), provided, however, that until such time as the Alternative Rate shall be conclusive absent manifest errordetermined and so consented to by the Company and the Required Lenders, Borrowings shall not be available in such Foreign Currency or as a Designated Loan, as the case may be. It is hereby understood and agreed that, notwithstanding the foregoing set forth in this Section 2.14(a), if at any time the conditions set forth in Section 2.14(c)(i) or (ii) are in effect, the provisions of this Section 2.14(a) shall no longer be applicable for any purpose of determining any alternative rate of interest under this Agreement and Section 2.14(c) shall instead be applicable for all purposes of determining any alternative rate of interest under this 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 Eurocurrency Loan Eurodollar Borrowing or the determination of the Benchmark LIBO Rate on any day (ia) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each Borrower) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining determining the Eurocurrency Adjusted LIBO Rate for such Interest Period, Period or the Benchmark LIBO Rate for such day or (iib) the Required Lenders shall have determined and shall have notified the Administrative Agent is advised by the Majority Revolving Credit Lenders or the Majority Term Lenders in good faith that the Eurocurrency Adjusted LIBO Rate determined or to be determined for such Interest Period or the Benchmark LIBO Rate for such day will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency their Loans during included in such Borrowing or such Credit-Linked Deposit, as applicable, for such Interest Period, Period the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy fax notice of such determination to the Borrowers applicable Borrower and the Lenders. In the event of any such determinationnotice, until the Administrative Agent shall have advised the Borrowers applicable Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a Borrower for a Eurocurrency Competitive Loan Eurodollar Borrowing pursuant to Section 2.3 to be made after such determination shall be of no force and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination 2.03 or 2.10 shall be deemed to be a request for an ABR LoanBorrowing, (ii) any Interest Period election that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (iii) any request by a Borrower for a Multithe Credit-Currency Revolving Loan to be made after such determination Linked Deposits shall be deemed invested so as to be earn a request for an ABR Loan in an aggregate principal amount return equal to the Dollar equivalent (as greater of the Federal Funds Effective Rate and a rate determined by the Foreign Exchange Rate Administrative Agent in accordance with banking industry rules on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretointerbank compensation. Each determination by the Administrative Agent or the Required Lenders hereunder under this Section 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 Eurocurrency Loan (i) LIBOR Borrowing, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each Borrower) that, by reason that deposits in the applicable currency in the amount of circumstances affecting the relevant requested principal amount of such LIBOR Borrowing are not generally available in the London interbank market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for rate at which such Interest Period deposits are being offered will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) any Bank of making or maintaining Eurocurrency such LIBOR Loans during such Interest Period, or that reasonable means do not exist for ascertaining the LIBOR Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy telecopier or comparable notice of such determination to the Borrowers Borrower and the LendersBanks. In the event of any such determination, until the Administrative Agent shall have advised the Borrowers and the Lenders determined that the circumstances giving rise to such notice no longer exist, (ia) any request by a the Borrower for a Eurocurrency LIBOR Competitive Loan Borrowing pursuant to Section 2.3 to be made after such determination 2.04, and any request for a LIBOR Revolving Credit Borrowing in an Alternate Currency, shall be of no force and effect and shall be denied by the Administrative Agent, Agent and (iib) any request by a the Borrower for a Eurocurrency LIBOR Revolving Credit Loan denominated Borrowing in Dollars pursuant to Section 2.4 to be made after such determination 2.05 shall be deemed to be a request for an ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest error; provided, however, that if a determination is made that dollar deposits in the amount of the requested principal amount of such LIBOR Borrowing are not generally available in the London interbank market, or that the rate at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank of making or maintaining such LIBOR Loans during such Interest Period, or that reasonable means do not exist for ascertaining the LIBOR Rate, the Administrative Agent shall promptly notify the Borrower of such determination in writing and the Borrower may, by notice to the Administrative Agent given within 24 hours of receipt of such notice, withdraw the request for the LIBOR Competitive Borrowing or the LIBOR Revolving Credit Borrowing, as applicable.

Alternate Rate of Interest. In the event(a) If in connection with any request for a Daily SOFR Loan, and on each occasiona Term SOFR Loan or an Alternative Currency Loan or a conversion of ABR Loans to a Daily SOFR Loan, that on the day two Business Days prior to the commencement a Term SOFR Loan or an Alternative Currency Loan or a continuation of any Interest Period for a Eurocurrency Loan of such Loans, as applicable, (i) the Administrative Agent shall have determined determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate for the Relevant Rate for the applicable Agreed Currency has been determined in accordance with Section 2.14(b) and binding upon each Borrowerthe circumstances under clause (i) thatof Section 2.14(b) or the Scheduled Unavailability Date has occurred with respect to such Relevant Rate (as applicable), by reason of circumstances affecting the relevant market, or (B) adequate and reasonable means do not otherwise exist for ascertaining determining the Eurocurrency Relevant Rate for such the applicable Agreed Currency for any determination date(s) or requested Interest Period, as applicable, with respect to a proposed Daily SOFR Loan, Term SOFR Loan or an Alternative Currency Loan or in connection with an existing or proposed ABR Loan, or (ii) the Administrative Agent or the Required Lenders shall have determined and shall have notified the Administrative Agent determine that for any reason that the Eurocurrency Relevant Rate determined or with respect to be determined a proposed Loan denominated in an Agreed Currency for such any requested Interest Period will or determination date(s) does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by of funding such Lenders) of making or maintaining Eurocurrency Loans during such Interest PeriodLoan, the Administrative Agent shallwill promptly so notify the Lead Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Daily SOFR Loans, Term SOFR Loans or Loans in the affected currencies, as soon applicable, or to convert ABR Loans to Daily SOFR Loans, Term Loans or Loans in the affected currencies, as practicable thereafterapplicable, give written or telecopy notice of such determination shall be suspended in each case to the Borrowers extent of the affected Daily SOFR Loans, Term SOFR Loans, Alternative Currency Loans or Interest Period or determination date(s), as applicable, and the Lenders. In (y) in the event of any such determinationa determination described in the preceding sentence with respect to the Term SOFR component of the Alternate Base Rate, the utilization of the Term SOFR component in determining the Alternate Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 2.14(a), until the Administrative Agent shall have advised upon instruction of the Borrowers and the Lenders that the circumstances giving rise to Required Lenders) revokes such notice no longer existnotice. Upon receipt of such notice, (i) the Lead Borrower may revoke any pending request by a Borrower for a Eurocurrency Competitive Loan pursuant Borrowing of, or conversion to Section 2.3 Daily SOFR Loans, Term SOFR Loans or Alternative Currency Loans, or continuation of Term SOFR Loans or Alternative Currency Loans to the extent of the affected Term SOFR Loans, Alternative Currency Loans or Interest Period or determination date(s), as applicable or, failing that, will be made after deemed to have converted such determination shall be request into a request for a Borrowing of no force ABR Loans denominated in Dollars in the Dollar Amount specified therein and effect and shall be denied by the Administrative Agent, (ii) (A) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination outstanding Daily SOFR Loans or Term SOFR Loans shall be deemed to have been converted to ABR Loans immediately and (B) any outstanding affected Alternative Currency Loans, at the Lead Borrower’s election, shall either (1) be converted into a request for Borrowing of ABR Loans denominated in Dollars in the Dollar Amount of such outstanding Alternative Currency Loan immediately, in the case of an ABR Alternative Currency Daily Rate Loan or at the end of the applicable Interest Period, in the case of an Alternative Currency Term Rate Loan or (2) be prepaid in full immediately, in the case of an Alternative Currency Daily Rate Loan, or at the end of the applicable Interest Period, in the case of an Alternative Currency Term Rate Loan; provided that if no election is made by the Lead Borrower (iiix) any request in the case of an Alternative Currency Daily Rate Loan, by a the date that is three (3) Business Days after receipt by the Lead Borrower of such notice or (y) in the case of an Alternative Currency Term Rate Loan, by the last day of the current Interest Period for a Multi-the applicable Alternative Currency Revolving Loan to be made after such determination Term Rate Loan, the Lead Borrower shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent have elected clause (as determined by the Foreign Exchange Rate on such date1) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest errorabove.

Alternate Rate of Interest. In the event, and on each occasion, that on the day date that is two (2) Business Days prior to the commencement of any Interest Period for a Eurocurrency Loan (i) Eurodollar Loan, the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon each Borrowerthe Borrower absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and that reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest Periodapplicable LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written written, facsimile or telecopy telegraphic notice of such determination to the Borrowers and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrowers Borrower and the Lenders that and, until the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Borrowing of Eurodollar Loans hereunder (including pursuant to a refinancing with Eurodollar Loans and including any request to continue, or to convert to, Eurodollar Loans) shall be deemed a request for a Borrowing of ABR Loans. Notwithstanding any provision to the contrary set forth in this Agreement, in the event the (i) any request by a Borrower for a Eurocurrency Competitive Loan Administrative Agent determines, pursuant to and in accordance with this Section 2.3 to be made after such determination shall be of no force 2.09, that reasonable means do not exist for ascertaining the applicable LIBO Rate and effect and shall be denied by the Administrative AgentAgent and the Borrower mutually determine that the syndicated loan market has broadly accepted a replacement standard for the LIBO Rate, (ii) any request by a Borrower the Administrative Agent determines that, except as set forth in clause (ii) of the definition of “LIBO Rate”, dollar deposits are not being offered in the London interbank market for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination shall be deemed to be a request for an ABR Loan, the applicable Interest Period or (iii) any request a public statement or publication of information by a Borrower for a Multi-Currency Revolving Loan to be made after or on behalf of the administrator of the LIBO Rate announcing that such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal administrator has ceased or will, prior to the Dollar equivalent (as determined by Term Loan Maturity Date, cease to publish the Foreign Exchange LIBO Rate, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBO Rate on such date) of and the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to LIBO Rate will not be made after such determination shall have no force and effect (otherwise determinable in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation)accordance with this Agreement; provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by then the Administrative Agent and Borrower may, without the consent of any Lender, amend this Agreement to adopt such new broadly accepted market standard and to make such other changes as shall be necessary or appropriate in the good faith determination of the Administrative Agent and the Borrower in order to implement such new market standard herein and in the other Loan Documents so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such replacement standard is provided to the Lenders, a written notice from the Required Lenders hereunder shall be conclusive absent manifest errorstating that such Required Lenders object to such amendment.

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 Eurocurrency Loan (i) Eurodollar Borrowing the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each Borroweri) that, by reason that dollar deposits in the principal amounts of circumstances affecting the relevant market, adequate and Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market or (ii) that reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest PeriodLIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers Borrower and the Lenders. In the event of any such determinationdetermination under clauses (i) or (ii) above, until the Administrative Agent shall have advised the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a the Borrower for a Eurocurrency Competitive Loan Eurodollar Borrowing pursuant to Section 2.3 to be made after such determination shall be of no force and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination 2.03 shall be deemed to be a request for an ABR LoanBorrowing. In the event the Required Lenders notify the Administrative Agent that the rates at which dollar deposits are being offered will not adequately and fairly reflect the cost to such Lenders of making or maintaining Eurodollar Loans during such Interest Period, (iii) the Administrative Agent shall notify the Borrower of such notice and until the Required Lenders shall have advised the Administrative Agent that the circumstances giving rise to such notice no longer exist, any request by a the Borrower for a Multi-Currency Revolving Loan to be made after such determination Eurodollar Borrowing shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretoBorrowing. Each determination by the Administrative Agent or the Required Lenders hereunder shall be made in good faith and shall be conclusive absent manifest error; provided that the Administrative 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 (a) If in connection with any Interest Period request for a Eurocurrency Eurodollar Rate Loan or a conversion to or continuation thereof, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each Borrower) that, by reason of circumstances affecting the relevant market, determines that adequate and reasonable means do not exist for ascertaining determining the Eurocurrency Eurodollar Rate for such any requested Interest PeriodPeriod with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (with respect to clause (i) above, “Impacted Loans”), or (ii) the Administrative Agent is advised by the Required Lenders shall have determined and shall have notified that for any reason the Administrative Agent that the Eurocurrency Eurodollar Rate determined or to be determined for such any requested Interest Period will with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by of funding such Lenders) of making or maintaining Eurocurrency Loans during such Interest PeriodEurodollar Rate Loan, the Administrative Agent shallwill promptly so notify the Borrower and each Lender. Thereafter, as soon as practicable thereafter, give written (x) the obligation of the Lenders to make or telecopy notice of such determination maintain Eurodollar Rate Loans shall be suspended (to the Borrowers extent of the affected Eurodollar Rate Loans or Interest Periods) and the Lenders. In (y) in the event of any such determinationa determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent shall have advised upon the Borrowers and instruction of the affected Lenders that revokes such notice. Upon receipt of such notice, the circumstances giving rise to such notice no longer exist, (i) Borrower may revoke any pending request by a Borrower for a Eurocurrency Competitive Loan pursuant Borrowing of, conversion to Section 2.3 or continuation of Eurodollar Rate Loans (to be made after such determination shall be the extent of no force and effect and shall be denied by the Administrative Agentaffected Eurodollar Rate Loans or Interest Periods) or, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination shall failing that, will be deemed to be a have converted such request for an ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (Borrowing of Base Rate Loans in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest errorspecified therein.

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 Eurocurrency Loan LIBOR Borrowing, (i) the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon each Borrowerabsent manifest error) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurocurrency LIBOR Rate for such LIBOR Interest Period, or (ii) if such Borrowing is of a particular Class of Loans, the Agent is advised by the Required Lenders shall have determined and shall have notified with respect to the Administrative Agent Revolving Loans or Terms Loans, as the case may be, that the Eurocurrency LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency their Loans during of such Interest PeriodClass included in such LIBOR Borrowing, or (iii) if the Administrative Agent shall, or any Lender shall have determined in good faith that as soon a result of any Change in Law it is unlawful or impossible for any Lender to make or maintain any LIBOR Borrowing; then in each case the Agent shall give notice thereof to the Borrower and the affected Lenders by telephone or telecopy as promptly as practicable thereafter, give written or telecopy notice of such determination to the Borrowers and the Lenders. In the event of any such determinationthereafter and, until the Administrative Agent shall have advised notifies the Borrowers Borrower and the such Lenders that the circumstances giving rise to such notice no longer exist, (ix) any request Advance Conversion Request for LIBOR Rate Loans submitted by a the Borrower for a Eurocurrency Competitive Loan pursuant to Section 2.3 to be made after such determination shall be of no force and effect automatically withdrawn and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination shall be deemed to be a request for an ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Base Rate Loan, (y) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (z) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended until the Agent determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall so notify the Borrower and the Lenders; PROVIDED that if as a result of a Change in Law the Lenders are prohibited from maintaining any outstanding LIBOR Borrowing, upon notice from the Agent, the Borrower shall immediately (A) convert such LIBOR Borrowing to a Base Rate Borrowing, or (B) repay such LIBOR Borrowing in full, together with all interest accrued thereon and all fees and other amounts payable to the Lenders hereunder (in the case of a requested continuation); providedeither case, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal subject to the Dollar equivalent (as determined by the Foreign Exchange Rate on such dateprovisions of subsection 2.3(e) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, this Agreement with respect to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest errorredeployment costs).

Alternate Rate of Interest. In the eventSubject to clauses (b), and on each occasion(c), below, if (i) the Agent determines (which determination shall be conclusive and binding absent manifest error) (A) prior to commencement of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the day two Business Days applicable Adjusted Daily Simple SOFR or Daily Simple SOFR; or (ii) the Agent is advised by the Required Lenders that (A) prior to the commencement of any Interest Period for a Eurocurrency Loan (i) Term Benchmark Borrowing, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined Adjusted Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lendersor Lender) of making or maintaining Eurocurrency their Loans during (or its Loan) included in such Borrowing for such Interest PeriodPeriod or (B) at any time, the Administrative Adjusted Daily Simple SOFR will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or Loan) included in such Borrowing; then the Agent shall, shall give notice thereof to the Borrower and the Lenders as soon provided in Section 14.8 as promptly as practicable thereafter, give written or telecopy notice of such determination to the Borrowers and the Lenders. In the event of any such determinationthereafter and, until (x) the Administrative Agent shall have advised notifies the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice no longer existexist with respect to the relevant Benchmark and (y) the Borrower delivers a new Notice of 143 Continuation/Conversion in accordance with the terms of Section 3.2 or a new Notice of Borrowing in accordance with the terms of Section 2.4, (i) any request by Notice of Continuation/Conversion that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrower for Term Benchmark Borrowing and any Notice of Borrowing that requests a Eurocurrency Competitive Loan pursuant to Section 2.3 to be made after such determination Term Benchmark Borrowing shall be of no force and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination shall instead be deemed to be a request Notice of Continuation/Conversion or a Notice of Borrowing, as applicable, for (x) an ABR Loan, RFR Borrowing so long as the Adjusted Daily Simple SOFR is not also the subject of Section 5.5(a)(i) or (iiiii) above or (y) a Base Rate Borrowing if the Adjusted Daily Simple SOFR also is the subject of Section 5.5(a)(i) or (ii) above and any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination Notice of Borrowing that requests an RFR Borrowing shall instead be deemed to be a request Borrowing Request, as applicable, for an ABR a Base Rate Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted. Furthermore, if any Term Benchmark Loan or RFR Loan is outstanding on the date of the Borrower’s receipt of the notice from the Agent referred to in an aggregate principal amount equal this Section 5.5(a) with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until (x) the Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the Dollar equivalent relevant Benchmark and (as determined y) the Borrower delivers a new Notice of Continuation/Conversion in accordance with the terms of Section 3.2 or a new Notice of Borrowing in accordance with the terms of Section 2.4, (1) any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Foreign Exchange Agent to, and shall constitute, (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not also the subject of Section 5.5(a)(i) or (ii) above or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR also is the subject of Section 5.5(a)(i) or (ii) above, on such date) of the relevant Multi-Currency day, and (iv2) any request RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan. Upon any such conversion pursuant to this clause (a), the Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan shall also pay any additional amounts required pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest error5.4.

Alternate Rate of Interest. In the eventSubject to clauses (b), and on each occasion(c), below, if (i) the Agent determines (which determination shall be conclusive and binding absent manifest error) (A) prior to commencement of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the day two Business Days applicable Adjusted Daily Simple SOFR or Daily Simple SOFR; or (ii) the Agent is advised by the Required Lenders that (A) prior to the commencement of any Interest Period for a Eurocurrency Loan (i) Term Benchmark Borrowing, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined Adjusted Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lendersor Lender) of making or maintaining Eurocurrency their Loans during (or its Loan) included in such Borrowing for such Interest PeriodPeriod or (B) at any time, the Administrative Adjusted Daily Simple SOFR will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or Loan) included in such Borrowing; then the Agent shall, shall give notice thereof to the Borrower and the Lenders as soon provided in Section 14.8 as promptly as practicable thereafter, give written or telecopy notice of such determination to the Borrowers and the Lenders. In the event of any such determinationthereafter and, until (x) the Administrative Agent shall have advised notifies the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice no longer existexist with respect to the relevant Benchmark and (y) the Borrower delivers a new Notice of Continuation/Conversion in accordance with the terms of Section 3.2 or a new Notice of Borrowing in accordance with the terms of Section 2.4, (i) any request by Notice of Continuation/Conversion that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrower for Term Benchmark Borrowing and any Notice of Borrowing that requests a Eurocurrency Competitive Loan pursuant to Section 2.3 to be made after such determination Term Benchmark Borrowing shall be of no force and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination shall instead be deemed to be a request Notice of Continuation/Conversion or a Notice of Borrowing, as applicable, for (x) an ABR Loan, RFR Borrowing so long as the Adjusted Daily Simple SOFR is not also the subject of Section 5.5(a)(i) or (iiiii) above or (y) a Base Rate Borrowing if the Adjusted Daily Simple SOFR also is the subject of Section 5.5(a)(i) or (ii) above and any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination Notice of Borrowing that requests an RFR Borrowing shall instead be deemed to be a request Borrowing Request, as applicable, for an ABR a Base Rate Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted. Furthermore, if any Term Benchmark Loan or RFR Loan is outstanding on the date of the Borrower’s receipt of the notice from the Agent referred to in an aggregate principal amount equal this Section 5.5(a) with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until (x) the Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the Dollar equivalent relevant Benchmark and (as determined y) the Borrower delivers a new Notice of Continuation/Conversion in accordance with the terms of Section 3.2 or a new Notice of Borrowing in accordance with the terms of Section 2.4, (1) any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Foreign Exchange Agent to, and shall constitute, (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not also the subject of Section 5.5(a)(i) or (ii) above or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR also is the subject of Section 5.5(a)(i) or (ii) above, on such date) of the relevant Multi-Currency day, and (iv2) any request RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan. Upon any such conversion pursuant to this clause (a), the Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan shall also pay any additional amounts required pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest error5.4.

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 Eurocurrency Loan Period: (ia) the Administrative Agent shall have determined determines (which determination shall be reasonably made and shall be conclusive and binding upon each Borrowerabsent manifest error) that, by reason of circumstances changes arising after the date of this Agreement affecting the relevant interbank LIBOR market, or any Lender's (or its funding source's) position in such market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate Adjusted LIBOR, for such Interest Period, or (iib) the Required Lenders shall have determined and shall have notified Agent is advised by any Lender that, by reason of changes arising after the Administrative Agent that date of this Agreement affecting the Eurocurrency Rate determined interbank LIBOR market, or to be determined any Lender's (or its funding source's) position in such market, Adjusted LIBOR for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) Lender of making or maintaining Eurocurrency such Lender's Proportionate Share of the Loans during such Interest Period, then the Administrative Agent shall, as soon as practicable thereafter, shall promptly give written or telecopy notice of such determination thereof to the Borrowers and the Lenders. In the event of Borrowers, any such determination, until the Administrative Agent shall have advised notifies the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a Borrower for a Eurocurrency Competitive Loan pursuant to Section 2.3 to the Loans shall not be made after such determination LIBOR Loans and interest on the Loans shall be of no force and effect and shall be denied calculated by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination shall be deemed to be a request for an ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal reference to the Dollar equivalent (as determined by the Foreign Exchange Base Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversionclause (a) above) or shall be deemed to be a request for a conversion into an ABR such Lender's Proportionate Share of the Loan (in the case of clause (b) above) shall not be a requested continuation); provided, that any request for a conversion LIBOR Loan and interest on such portion of a Multi-Currency Revolving Loan the Loans shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal calculated by reference to the Dollar equivalent Base Rate. In the case of either (a) or (b) above, each Lender agrees to use reasonable efforts to provide the Borrowers with terms and conditions similarly extended to such Lender's other similarly affected borrowers as determined by the Foreign Exchange Rate on such date) a result of the relevant Multi-Currency. Alsooccurrence of (a) or (b) above; provided that, for greater certainty, with respect to GMAC, as Lender, "Lender", as used in the event this sentence, means GMAC Commercial Finance LLC Equipment Finance Division and not any other division or Affiliate of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest errorGMAC CF.

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 Eurocurrency Loan (i) Borrowing in any currency, the Administrative Agent shall have determined (which determination shall be conclusive i) that deposits in the currency and binding upon each Borrowerprincipal amounts of the Eurocurrency Loans comprising such Borrowing are not generally available in the London market or (ii) that, by reason of circumstances affecting the relevant market, adequate and that reasonable means do not exist for ascertaining the Eurocurrency Adjusted LIBO Rate, the LIBO Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest PeriodEURIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy fax notice of such determination to the Borrowers and the Lenders. In the event of any such determinationdetermination under clause (i) or (ii) above, until the Administrative Agent shall have advised the Borrowers Company and the Lenders that the circumstances giving rise to such notice no longer exist, (ix) any request by a Borrower for a Eurocurrency Competitive Loan Borrowing pursuant to Section 2.3 to be made after such determination 2.03 shall be of no force and effect and shall be denied by the Administrative Agent, and (iiy) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars Borrowing pursuant to Section 2.4 to be made after such determination 2.04 shall (A) in the case of a request for a Borrowing denominated in Dollars, be deemed to be a request for an ABR LoanBorrowing, and (iiiB) any in the case of a request by a Borrower for a Multi-Currency Revolving Loan to Borrowing denominated in an Alternative Currency, be made after such determination shall calculated into the Dollar Equivalent and be deemed to be a request for an ABR Loan Borrowing. In the event the Required Lenders notify the Administrative Agent that the rates at which Dollar deposits are being offered will not adequately and fairly reflect the cost to such Lenders of making or maintaining Eurocurrency Loans in an aggregate principal amount equal 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 the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) notice no longer exist, any request by a such Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination Borrowing shall have no force and effect (A) in the case of a requested conversion) or shall request for a Borrowing denominated in Dollars, be deemed to be a request for a conversion into an ABR Loan Borrowing, and (B) in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall Borrowing denominated in an Alternative Currency, be calculated into the Dollar Equivalent and be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretoBorrowing. Each determination by the Administrative Agent or the Required Lenders 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 Eurocurrency Loan (i) Borrowing, the Administrative Agent shall have commercially reasonably determined (which determination shall be conclusive i) that deposits in the currency and binding upon each Borrowerprincipal amounts of the Eurocurrency Loans comprising such Borrowing are not generally available in the London interbank market or (ii) that, by reason of circumstances affecting the relevant market, adequate and that reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest PeriodRate, or (ii) the Required Lenders shall have determined and shall have notified then the Administrative Agent that shall give notice thereof to the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately applicable Borrower and fairly reflect the cost to such Lenders (by telecopy as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest Period, the Administrative Agent shall, as soon promptly as practicable thereafter, give written or telecopy notice of such determination to the Borrowers and the Lenders. In the event of any such determinationthereafter and, until the Administrative Agent shall have advised notifies the Borrowers applicable Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a Borrower for a Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, an affected Eurocurrency Competitive Loan pursuant to Section 2.3 to be made after such determination Borrowing shall be of no force and effect and shall be denied by the Administrative Agentineffective, (ii) any request by a Borrower for a affected Eurocurrency Revolving Credit Loan Borrowing shall (A) if denominated in Dollars pursuant to Section 2.4 US Dollars, be continued as a Base Rate Borrowing, or (B) otherwise, bear interest, from and after the end of the immediately preceding Interest Period applicable thereto, at the rate per annum determined by the Administrative Agent to be made after representative of the Lenders’ cost of funding the applicable Loans (with the applicable Borrower and each Lender agreeing that the Administrative Agent may make such determination in any manner it determines is reasonable, and that such determination shall be deemed to be a request for an ABR Loan, conclusive) plus the Applicable Percentage and (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request Borrowing Request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent affected Eurocurrency Borrowing shall (as determined by the Foreign Exchange Rate on such dateA) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall Borrowing denominated in US Dollars, be deemed to be a request for a conversion into an ABR Loan Base Rate Borrowing or (B) in the case of a requested continuation); providedall other cases, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretoineffective. Each determination by the Administrative Agent or the Required Lenders 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 If in connection with any Interest Period request for a Eurocurrency LIBOR Loan or a conversion to or continuation thereof, (ia) the Administrative Agent shall have determined determines that (which determination shall be conclusive i) deposits (whether in Dollars or an Optional Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and binding upon each BorrowerInterest Period of such LIBOR Loan, or (ii) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate determining LIBOR for such any requested Interest PeriodPeriod with respect to a proposed LIBOR Loan (whether denominated in Dollars or an Optional Currency) or in connection with an existing or proposed ABR Loan, or (iib) the Required Lenders shall have determined and shall have notified the Administrative Agent determine that the Eurocurrency Rate determined or to be determined for such any reason LIBOR for any requested Interest Period will with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by of funding such Lenders) of making or maintaining Eurocurrency Loans during such Interest PeriodLIBOR Loan, the Administrative Agent shallwill promptly so notify the Borrower or the relevant Subsidiary Borrower and each Lender. Thereafter, as soon as practicable thereafter(x) the obligation of the Lenders to make or maintain LIBOR Loans in the affected currency or currencies shall be suspended (to the extent of the affected LIBOR Loans or Interest Periods), give written or telecopy notice and (y) in the event of a determination described in the preceding sentence with respect to the LIBOR component of the Alternate Base Rate, the utilization of the LIBOR component in determining the Alternate Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such determination notice, the Borrower or any Subsidiary Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of LIBOR Loans (to the Borrowers extent of the affected LIBOR Loans or Interest Periods) (and any request for a LIBOR Competitive Loan pursuant to Section 2.7 shall be of no force and effect and shall be denied by the Administrative Agent) or, failing that, will be deemed to have converted such request with respect to a Loan denominated in Dollars into a request for a Revolving Credit Borrowing of ABR Loans in the amount specified therein. Notwithstanding the foregoing, in the case of a pending request for a LIBOR Loan or conversion or continuation in an Optional Currency as to which the Administrative Agent has made the determination described in clause (a) of the first sentence of this paragraph, the Administrative Agent, in consultation with the Borrower and the Lenders, may establish an alternative interest rate that reflects the all-in-cost of funds to the Administrative Agent for funding Loans in the applicable currency and amount, and with the same Interest Period as the LIBOR Loan requested to be made, converted or continued, as the case may be (the “Impacted Loans”), in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (x) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this paragraph, (y) the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (z) any Lender determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof. In the event of any such determination, until the Administrative Agent shall have advised the Borrowers and the Lenders determined that the circumstances giving rise to such notice no longer exist, (ia) any request by a the Borrower or any Subsidiary Borrower for a Eurocurrency LIBOR Competitive Loan pursuant to Section 2.3 to be made after such determination 2.7 shall be of no force and effect and shall be denied by the Administrative Agent, Agent and (iib) any request by a the Borrower or any Domestic Subsidiary Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars LIBOR Borrowing pursuant to Section 2.4 to be made after such determination 2.3 shall be deemed to be a request for an ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders 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 Eurocurrency Loan (i) Eurodollar Borrowing or any Interest Period used to determine the Supplemental Revolving Eurodollar Rate or prior to the determination of a Benchmark LIBO Rate or any day the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each Borrower) that, by reason that dollar deposits in the principal amounts of circumstances affecting the relevant Loans comprising such Borrowing are not generally available in the interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for rates at which such Interest Period dollar deposits are being offered will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) any Lender of making or maintaining Eurocurrency Loans its Eurodollar Loan during such Interest Period, the Supplemental Revolving Eurodollar Rate for such Interest Period, the Benchmark LIBO Rate for such day or the Supplemental Revolving Credit Linked Deposit for such day, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the Benchmark LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telex or telecopy notice of such determination to the Borrowers Company and the applicable Lenders. In the event of any such determination, (x) any request by a Borrower for a Eurodollar Borrowing pursuant to Section 2.03 or 2.10 shall, until the Administrative Agent shall have advised the Borrowers Company and the applicable Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a Borrower for a Eurocurrency Competitive Loan pursuant to Section 2.3 to be made after such determination shall be of no force and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination shall be deemed to be a request for an ABR Loan, Borrowing and (iiiy) any request by a Borrower for a Multi-Currency the Supplemental Revolving Loan to be made after such determination Eurodollar Rate shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as a rate determined by the Foreign Exchange Rate Administrative Agent in accordance with banking industry rules on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretointerbank compensation. Each determination by the Administrative Agent or the Required Lenders 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 first day of any Interest Period for a Eurocurrency Loan (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each the relevant Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency such Eurodollar Rate determined or to be determined for such Interest Period will is not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest Periodavailable, the Administrative Agent shall, shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrowers and the Lenders that the circumstances giving rise to If such notice no longer existis given, then (ix) any request by a Borrower for a Eurocurrency Competitive Loan pursuant to Section 2.3 Eurodollar Loans requested to be made after on the first day of such determination Interest Period shall be made as ABR Loans, (y) any Loans that were to have been converted on the first day of no force and effect and such Interest Period to Eurodollar Loans shall be denied continued as ABR Loans and (z) any outstanding Eurodollar Loans shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to no further Eurodollar Loans shall be made after such determination or continued as such, nor shall be deemed the Borrower have the right to be a request for an ABR Loan, (iii) convert Loans to Eurodollar Loans. If at any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by time the Administrative Agent or the Required Lenders hereunder determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in above are unlikely to be temporary or (ii) the circumstances set forth above have not arisen but either (w) the supervisor for the administrator of the Screen Rate has made a public statement that the administrator of the Screen Rate is insolvent (and there is no successor administrator that will continue publication of the Screen Rate), (x) the administrator of the Screen Rate has made a public statement identifying a specific date after which the Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the Screen Rate), (y) the supervisor for the administrator of the Screen Rate has made a public statement identifying a specific date after which the Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurodollar Base Rate and/or Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 11.07, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this Section 2.06, (x) any notice provided under Section 2.07 that requests the conversion of any Loan to, or continuation of any Loan as, a Eurodollar Loan shall be ineffective and (y) if any notice provided pursuant to Section 2.01 requests a Eurodollar Loan, such Loan shall be made as an ABR 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 Eurocurrency Loan (i) Borrowing, the Administrative Agent shall have determined (which determination shall be conclusive i) that deposits in the currency and binding upon each Borrowerprincipal amounts of the Eurocurrency Loans comprising such Borrowing are not generally available in the London market or (ii) that, by reason of circumstances affecting the relevant market, adequate and that reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest PeriodAdjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy fax notice of such determination to the Borrowers and the Lenders. In the event of any such determinationdetermination under clause (i) or (ii) above, until the Administrative Agent shall have advised the Borrowers Company and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a Borrower for a Eurocurrency Competitive Loan Borrowing pursuant to Section 2.3 to be made after such determination shall be of no force and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination 2.03 shall be deemed to be a request for an ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect Borrowing (in the case of a requested conversion) Revolving Borrowing denominated in Euro, in an amount equal to the Dollar Equivalent thereof). In the event the Required Lenders notify the Administrative Agent that the rates at which deposits in the applicable currency are being offered will not adequately and fairly reflect the cost to such Lenders of making or maintaining Eurocurrency 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 no longer exist, any request by such Borrower for a Eurocurrency Borrowing shall be deemed to be a request for a conversion into an ABR Loan Borrowing (in the case of a requested continuation); providedRevolving Borrowing denominated in Euro, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretoEquivalent thereof). Each determination by the Administrative Agent or the Required Lenders hereunder shall be made in good faith and shall be conclusive absent manifest error.

Alternate Rate of Interest. In the eventSubject to Section 1.14, and on each occasionas applicable, that on the day two Business Days if prior to the commencement of any Interest Period for a Eurocurrency Loan EurodollarTerm Benchmark Rate Borrowing, (ia) the Administrative Agent shall have determined determines (which determination shall be final and conclusive and binding upon each Borrowerabsent manifest error) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurocurrency Adjusted LIBOapplicable Term Benchmark Rate for such Interest Period or (b) the Administrative Agent is advised in writing by (x) the Required Term Lenders that the Adjusted LIBO Rate for such Interest Period or (y) the Required Lenders (or, prior to the time that Term Benchmark Rate Borrowings under the Term Facility bear interest by reference to Adjusted Term SOFR, the Required Revolving Lenders) that Adjusted Term SOFR for such Interest Period, or in each case of the foregoing clauses (iix) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for such Interest Period (y), will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency their Loans during included in such Borrowing for such Interest Period, then the Administrative Agent shall, shall give written notice thereof to the Borrower and the Lenders as soon promptly as practicable thereafter, give written or telecopy notice of such determination to the Borrowers and the Lenders. In the event of any such determinationthereafter and, until the Administrative Agent shall have advised notifies the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a EurodollarTerm Benchmark Rate Borrowing that bears interest by a Borrower for a Eurocurrency Competitive Loan pursuant reference to Section 2.3 to be made after such determination the impacted Term Benchmark Rate shall be of no force ineffective and effect and shall be denied by the Administrative Agent, (ii) if any request Request for Credit Extension requests a EurodollarTerm Benchmark Rate Borrowing that bears interest by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant reference to Section 2.4 to the impacted Term Benchmark Rate, such Borrowing shall be made after such determination shall be deemed to be a request for as an ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest errorBorrowing.

Alternate Rate of Interest. In (a) If at the event, and on each occasion, time that the Administrative Agent shall seek to determine the LIBOR Screen Rate on the day two Business Days prior to the commencement of Quotation Day for any Interest Period for a Eurocurrency Loan (i) Borrowing the LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Borrowing for any reason, and the Administrative Agent shall have determined reasonably determine that it is not possible to determine the Interpolated Rate (which determination conclusion shall be conclusive and binding upon each Borrower) thatabsent demonstrable error), by reason of circumstances affecting then the relevant market, adequate and reasonable means do not exist for ascertaining Reference Bank Rate shall be the Eurocurrency LIBO Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined Period for such Interest Period will not adequately and fairly reflect Eurocurrency Borrowing; provided that if the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a Borrower for a Eurocurrency Competitive Loan pursuant to Section 2.3 to be made after such determination Reference Bank Rate shall be of no force and effect and shall be denied by the Administrative Agentless than zero, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination rate shall be deemed to be zero for purposes of this Agreement; provided, further, however, that if lessfewer than two Reference Banks shall supply a request rate to the Administrative Agent for purposes of determining the LIBO Rate for such Eurocurrency Borrowing, (i) if such Borrowing shall be requested in Dollars (other than Designated Loans), then such Borrowing shall be made as an ABR Borrowing at the Alternate Base Rate (disregarding clause (c) of the definition thereof) and (ii) if such Borrowing shall be requested in any Foreign Currency or if such Borrowing is a Designated Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination the LIBO Rate shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as rate determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or in its sole reasonable #9168213v14 52 discretion and consented to in writing by the Company and the Required Lenders hereunder (the “Alternative Rate”),; provided, however, that until such time as the Alternative Rate shall be conclusive absent manifest errordetermined and so consented to by the Company and the Required Lenders, Borrowings shall not be available in such Foreign Currency or as a Designated Loan, as the case may be. It is hereby understood and agreed that, notwithstanding the foregoing set forth in this Section 2.14(a), if at any time the conditions set forth in Section 2.14(c)(i) or (ii) are in effect, the provisions of this Section 2.14(a) shall no longer be applicable for any purpose of determining any alternative rate of interest under this Agreement and Section 2.14(c) shall instead be applicable for all purposes of determining any alternative rate of interest under this Agreement.

Alternate Rate of Interest. In the event(a) Subject to clauses (b), (c), (d), (e), and on each occasion(f) and (g) of this Section 2.14, that on the day two Business Days if prior to the commencement of any Interest Period for a Eurocurrency Loan Eurodollar Borrowing: (i) the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon each Borrowerabsent manifest error) that, by reason (A) prior to the commencement of circumstances affecting the relevant market, any Interest Period for a Term Benchmark Borrowing that adequate and reasonable means do not exist for ascertaining the Eurocurrency Adjusted LIBOTerm SOFR Rate or the LIBO Rate, as applicable (including, without limitation, because the LIBO ScreenTerm SOFR Reference Rate is not available or published on a current basis), for such Interest PeriodPeriod or (B) at any time, that adequate and reasonable means do not exist for ascertaining the applicable Adjusted Daily Simple SOFR; or (ii) the Administrative Agent is advised by the Required Lenders shall have determined and shall have notified that (A) prior to the Administrative Agent that commencement of any Interest Period for a Term Benchmark Borrowing, the Eurocurrency Adjusted LIBOTerm SOFR Rate determined or to be determined for such orfor the LIBO Rate, as applicable, Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lendersor Lender) of making or maintaining Eurocurrency their Loans during (or Loan) included in such Borrowing for such Interest Period, or (B) at any time, the Administrative Agent shall, as soon as practicable thereafter, give written applicable Adjusted Daily Simple SOFR will not adequately and fairly reflect the cost to such Lenders (or telecopy notice Lender) of making or maintaining their Loans (or its Loan) included in such determination to the Borrowers and the Lenders. In the event of any Borrowing for such determination, until Interest Period; then the Administrative Agent shall have advised give notice thereof to the Borrowers Borrower and the Lenders by telephone, telecopy or electronic mailthrough any Electronic System as provided in Section 9.01 as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.08 or a new Borrowing Request in accordance with the terms of Section 2.03, any request by Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Borrower for EurodollarTerm Benchmark Borrowing shall be ineffective and (B) if any Borrowing Request that requests a Eurocurrency Competitive Loan pursuant to Section 2.3 to Eurodollar Revolving Borrowing, such Borrowing shall be made after as an ABR Borrowing; provided that if the circumstances giving rise to such determination notice affect only one Type of Borrowings, then the other Type of Borrowings shall be of no force and effect and permitted.Term Benchmark Borrowing shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination shall instead be deemed to be an Interest Election Request or a request Borrowing Request, as applicable, for (1) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not also the subject of Section 2.14(a)(i) or (ii) above or (2) an ABR Borrowing if the Adjusted Daily Simple SOFR also is the subject of Section 2.14(a)(i) or (ii) above. Furthermore, if any Term Benchmark Loan or RFR Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.14(a) with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until (iiix) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.08 or a new Borrowing Request in accordance with the terms of Section 2.03, (1) any request by a Borrower for a Multi-Currency Revolving Term Benchmark Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to on the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) last day of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant Interest Period applicable to Section 2.8 to such Loan, be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not also the subject of Section 2.14(a)(i) or (ii) above or (y) an ABR Loan if the Required Lenders hereunder Adjusted Daily Simple SOFR also is the subject of Section 2.14(a)(i) or (ii) above, on such day, and (2) any RFR Loan shall on and from such day be conclusive absent manifest error.converted by the Administrative Agent to, and shall constitute, an ABR Loan. 58

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 Eurocurrency Loan (i) Eurodollar Borrowing the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each Borrower) that, by reason in good faith that dollar deposits in the principal amounts of circumstances affecting the relevant Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for rates at which such Interest Period dollar deposits are being offered will not adequately and fairly reflect the cost to such the Required Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency their Eurodollar Loans during such Interest Period, or that reasonable means do not exist for ascertaining the Eurodollar Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a the Borrower for a Eurocurrency Competitive Loan pursuant to Section 2.3 to be made after such determination shall be of no force and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower Eurodollar Borrowing or for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant conversion to Section 2.4 to be made after such determination shall be deemed to be a request for an ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan Eurodollar Borrowing pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or 2.02 shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request Base Rate Borrowing or for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for continuation as or a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange a Base Rate on such date) of the relevant Multi-Currency. AlsoBorrowing; provided that, in the event the circumstances giving rise to such notice shall cease to exist, (a) the Administrative Agent shall so notify the Borrower and the Lenders as soon as practicable and (b) on the third Business Day following the delivery of any notice pursuant to clause (a), such determination, Base Rate Borrowing shall automatically be converted into a Eurodollar Borrowing with an Interest Period of one month (or such other Interest Period as the relevant Borrower shall be entitled, have elected in its sole discretion, if writing by delivery to the requested Competitive Loan has not been made, to cancel its acceptance Administrative Agent of the Competitive Bids or to cancel its Competitive Bid Request relating theretoa Loan/Continuation/Conversion Notice). Each determination by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the eventNotwithstanding any other provision of this Agreement, and if on each occasion, that on or prior to the day two (2) Business Days prior to the commencement of any Interest Period for a Eurocurrency LIBOR Rate Loan (i) of any amount, the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon each Borrowerabsent manifest error) or shall have been notified by the Required Lenders (in their reasonable determination, which determination shall be conclusive and binding absent manifest error) (a) that, by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate LIBOR for such Interest Period, or (iib) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency LIBOR Rate determined or to be determined for such Interest Period will does not adequately and fairly reflect the cost to such Lenders (any Lender of funding LIBOR Rate Loans that the Borrower has requested be outstanding as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans a LIBOR Tranche during such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, shall forthwith give written or telecopy telephone notice of such determination determination, confirmed in writing, to the Borrowers Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrowers and the Lenders that the circumstances giving rise to If such notice no longer exist, is given (i) any request by a Borrower for a Eurocurrency Competitive Loan pursuant to Section 2.3 Foreign Currency Loans requested to be made after on the first day of such determination Interest Period shall be made, at the sole option of no force and effect and the Borrower, in Dollars as Alternate Base Rate Loans or such request shall be denied cancelled, (ii) any affected LIBOR Rate Loans requested to be made on the first day of such Interest Period shall be made, at the sole option of the Borrower, in Dollars as Alternate Base Rate Loans and (iii) any affected Loans that were to have been converted on the first day of such Interest Period to or continued as LIBOR Rate Loans shall be converted to or continued, at the sole option of the Borrower, in Dollars as Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to no further Loans shall be made after such determination shall be deemed to be a request as, continued as, or converted into, LIBOR Rate Loans for an ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest errorInterest Periods so affected.

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 Eurocurrency Loan (i) the Administrative Agent shall have has reasonably determined (which determination shall be conclusive that deposits in the principal amounts and binding upon each Borrower) that, by reason denominations of circumstances affecting the relevant Eurodollar Loans comprising any Eurodollar Borrowing are not generally available in the London interbank market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for rates at which such Interest Period deposits are being offered in the London interbank market will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) any Lender of making or maintaining Eurocurrency its Eurodollar 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 Loans during for such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy fax notice of such determination to the Borrowers and the Lenders. In the event of any such determination, until the Administrative Agent shall have has advised the Borrowers Lead Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, exist (i) any request by a Borrower for a Eurocurrency Competitive Loan pursuant which the Administrative Agent agrees to Section 2.3 to be made give promptly after such determination circumstances no longer exist), each affected Eurodollar Loan shall be automatically, on the last day of no force and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower current Interest Period for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination shall be deemed to be a request for an ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion convert into an ABR Loan (and the obligations of the Lenders to make Eurodollar Loans denominated in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan dollars or to convert ABR Loans into Eurodollar Loans shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to suspended until the Dollar equivalent (as Administrative Agent shall notify the Lead Borrower that the Required Lenders have determined by that the Foreign Exchange Rate on circumstances causing such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretosuspension no longer exist. Each determination by the Administrative Agent or the Required Lenders hereunder under this Section 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 Eurocurrency Loan Borrowing denominated in any currency: (i) the i)the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon each Borrowerabsent manifest error) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means (including by means of an Interpolated Rate) do not exist for ascertaining the Eurocurrency Adjusted LIBO Rate or the LIBO Rate, as applicable (including because the Screen Rate is not available or published on a current basis), for the applicable currency for such Interest Period, ; or (ii) ii)the Administrative Agent is advised by the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Adjusted LIBO Rate determined or to be determined the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making making, converting to, continuing or maintaining Eurocurrency their Loans during included in such Borrowing for such Interest Period, ; then the Administrative Agent shall, shall give notice thereof to the Term Facility Borrower and the Lenders by telephone or telecopy or electronic mail as soon promptly as practicable thereafter, give written or telecopy notice of such determination to the Borrowers and the Lenders. In the event of any such determinationthereafter and, until the Administrative Agent shall have advised notifies the Borrowers Term Facility Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a Borrower for Interest Election Request that requests the conversion of any Borrowing denominated in Dollars to, or continuation of any Borrowing as, a Eurocurrency Competitive Loan pursuant to Section 2.3 to be made after such determination Borrowing shall be of no force ineffective and effect and such Borrowing shall be denied by converted to or continued as on the Administrative Agentlast day of the Interest Period applicable thereto an ABR Borrowing, (ii) any request by a Borrower for a outstanding Eurocurrency Revolving Credit Loan Borrowing denominated in Dollars pursuant to Section 2.4 to be made after such determination shall be deemed converted, on the last day of the then-current Interest Period, to be a request for an ABR Loan, Borrowing and (iii) any request by Borrowing Request or Interest Election Request that requests a Borrower for Eurocurrency Borrowing (or conversion or continuation thereto) denominated in a Multi-Currency Revolving Loan to Foreign Currency, shall be ineffective and such 35 Borrowing shall be made after such determination shall be deemed to be or maintained, as applicable, at a request for an ABR Loan rate determined in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (customary manner in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination good faith by the Administrative Agent. (b) If at any time the Administrative Agent or the Required Lenders hereunder determines (which determination shall be conclusive absent manifest error.) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Term Facility Borrower shall endeavor to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 9.02, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.11(b), only to the extent the Screen Rate for the applicable currency and such Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective and (y) if any Borrowing Request requests a Eurocurrency Borrowing, such Borrowing shall be made as an ABR Borrowing; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. SECTION 2.12

Alternate Rate of Interest. In the event, and on each occasion, that on the day date that is two (2) Business Days prior to the commencement of any Interest Period for a Eurocurrency Loan (i) Eurodollar Loan, the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon each Borrowerthe Borrower absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and that reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest Periodapplicable LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written written, facsimile or telecopy telegraphic notice of such determination to the Borrowers and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrowers Borrower and the Lenders that and, until the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Borrowing of Eurodollar Loans hereunder (including pursuant to a refinancing with Eurodollar Loans and including any request to continue, or to convert to, Eurodollar Loans) shall be deemed a request for a Borrowing of ABR Loans. Notwithstanding any provision to the contrary set forth in this Agreement, in the UAL Term Loan Credit Agreement 2020 event the (i) any request by a Borrower for a Eurocurrency Competitive Loan Administrative Agent determines, pursuant to and in accordance with this Section 2.3 to be made after such determination shall be of no force 2.09, that reasonable means do not exist for ascertaining the applicable LIBO Rate and effect and shall be denied by the Administrative AgentAgent and the Borrower mutually determine that the syndicated loan market has broadly accepted a replacement standard for the LIBO Rate, (ii) any request by a Borrower the Administrative Agent determines that, except as set forth in clause (ii) of the definition of “LIBO Rate”, dollar deposits are not being offered in the London interbank market for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination shall be deemed to be a request for an ABR Loan, the applicable Interest Period or (iii) any request a public statement or publication of information by a Borrower for a Multi-Currency Revolving Loan to be made after or on behalf of the administrator of the LIBO Rate announcing that such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal administrator has ceased or will, prior to the Dollar equivalent (as determined by Term Loan Maturity Date, cease to publish the Foreign Exchange LIBO Rate, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBO Rate on such date) of and the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to LIBO Rate will not be made after such determination shall have no force and effect (otherwise determinable in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation)accordance with this Agreement; provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by then the Administrative Agent and Borrower may, without the consent of any Lender, amend this Agreement to adopt such new broadly accepted market standard and to make such other changes as shall be necessary or appropriate in the good faith determination of the Administrative Agent and the Borrower in order to implement such new market standard herein and in the other Loan Documents so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such replacement standard is provided to the Lenders, a written notice from the Required Lenders hereunder shall be conclusive absent manifest errorstating that such Required Lenders object to such amendment.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of (a) If in connection with any Interest Period request for a Eurocurrency Rate Loan or a conversion to or continuation thereof, (i) the Administrative Agent shall have determined determines that (which determination shall be conclusive A) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and binding upon each BorrowerInterest Period of such Eurocurrency Loan, or (B)(x) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining determining the Eurocurrency Rate for such any requested Interest PeriodPeriod with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed ABR Loan and (y) the circumstances described in Section 2.12(c)(i) do not apply (in each case with respect to clause (i), “Impacted Loans”), or (ii) the Administrative Agent or the Required Lenders shall have determined and shall have notified the Administrative Agent determine that for any reason the Eurocurrency Rate determined or to be determined for such any requested Interest Period will with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by of funding such Lenders) of making or maintaining Eurocurrency Loans during such Interest PeriodRate Loan, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to will promptly so notify the Borrowers and each Lender. Thereafter, (x) the Lenders. In obligation of the Lenders to make or maintain Eurocurrency Rate Loans in the affected currency or currencies shall be suspended, (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) in the event of any such determinationa determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Alternate Base Rate, the utilization of the Eurocurrency Rate component in determining the Alternate Base Rate shall be suspended, in each case until the Administrative Agent shall have advised (upon the Borrowers and instruction of the Lenders that Required Lenders) revokes such notice. Upon receipt of such notice, the circumstances giving rise applicable Borrower may revoke any pending request for a Borrowing of, conversion to such notice no longer existor continuation of Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, (ix) any request by a Borrower for a Eurocurrency Competitive Loan pursuant to Section 2.3 to be made after such determination shall be of no force and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination shall be deemed to be a request for an ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall Borrowing denominated in Dollars, will be deemed to be have converted such request into a request for a conversion into an Borrowing of ABR Loan Loans in the amount specified therein and (y) in the case of a requested continuation); providedBorrowing denominated in an Alternative Currency, that any request for a conversion of a Multi-Currency Revolving Loan shall will be deemed to be have converted such request into a request for short term borrowings of such Alternative Currency determined in a conversion into an ABR Loan customary manner in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination good faith by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest errorAgent.

Alternate Rate of Interest. In (a) With respect to RFR Loans and, on and after the eventUSD LIBOR Transition Date, and on each occasionABR Loans, that on the day two Business Days prior subject to the commencement of any Interest Period for a Eurocurrency Loan (i) Section 2.24, if the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon each Borrowerabsent manifest error) thatthat (x) if Daily Simple RFR is utilized in any calculations hereunder or under any other Loan Document with respect to any obligations under any Loan Document, by reason of circumstances affecting interest, fees, commissions or other amounts, “Daily Simple RFR” cannot be determined pursuant to the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, definition thereof or (iiy) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined if Term RFR is utilized in any calculations hereunder or under any other Loan Document with respect to any obligations under any Loan Document, interest, fees, commissions or other amounts, “Term RFR” cannot be determined for such Interest Period will not adequately and fairly reflect pursuant to the cost definition thereof on or prior to such Lenders (as conclusively certified by such Lenders) the first day of making or maintaining Eurocurrency Loans during such any Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy will promptly so notify the Borrower and each Lender. Upon notice of such determination to the Borrowers and the Lenders. In the event of any such determination, until thereof by the Administrative Agent shall have advised to the Borrowers and the Lenders that the circumstances giving rise to such notice no longer existBorrower, (i) any request by a Borrower for a Eurocurrency Competitive Loan pursuant obligation of the Lenders to Section 2.3 make or continue RFR Loans or, on and after the USD LIBOR Transition Date, to be made after convert ABR Loans to RFR Loans, in each case, in each such determination Currency shall be suspended (to the extent of no force and effect and shall be denied by the affected RFR Loans or, in the case of Term RFR Loans, the affected Interest Periods) until the Administrative Agent, Agent revokes such notice and (ii) if such determination affects the calculation of Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of RFR Loans in each such affected Currency (to the extent of the affected RFR Loans or, in the case of a Term RFR Loans, the affected Interest Periods) or, failing that, (A) in the case of any request by for an affected RFR Borrowing in dollars, the Borrower will be deemed to have converted any such request into a Borrower request for a Eurocurrency Revolving Credit Loan Borrowing of or conversion to ABR Loans in the amount specified therein and (B) in the case of any request for an affected RFR Borrowing in an Alternative Currency, then such request shall be ineffective and (ii)(A) any outstanding affected RFR Loans denominated in Dollars pursuant to Section 2.4 to be made after such determination shall will be deemed to be a request for an have been converted into ABR LoanLoans immediately or, in the case of Term RFR Loans, at the end of the applicable Interest Period and (iiiB) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan outstanding affected RFR Loans denominated in an aggregate principal Alternative Currency, at the Borrower’s election, shall either be converted into ABR Loans denominated in dollars (in an amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on Equivalent of such dateAlternative Currency) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (immediately or, in the case of a requested conversion) Term RFR Loans, at the end of the applicable Interest Period or be prepaid in full immediately or, in the case of Term RFR Loans, at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of Term RFR Loans, the last day of the current Interest Period for the applicable RFR Loan, if earlier, the Borrower shall be deemed to be a request for a conversion into an ABR Loan have elected clause (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date1) of the relevant Multi-Currencyabove. Also, in the event of Upon any such determinationprepayment or conversion, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, also pay any additional amounts required pursuant to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest errorSection 2.16.

Alternate Rate of Interest. In (a) If at the event, and on each occasion, time that the Administrative Agent shall seek to determine the LIBOR Screen Rate on the day two Business Days prior to the commencement of Quotation Day for any Interest Period for a Eurocurrency Loan (i) Borrowing the LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Borrowing for any reason, and the Administrative Agent shall have determined reasonably determine that it is not possible to determine the Interpolated Rate (which determination conclusion shall be conclusive and binding upon each Borrower) thatabsent manifest error), by reason of circumstances affecting then the relevant market, adequate and reasonable means do not exist for ascertaining Reference Bank Rate shall be the Eurocurrency LIBO Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined Period for such Interest Period will not adequately and fairly reflect Eurocurrency Borrowing; provided that if the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a Borrower for a Eurocurrency Competitive Loan pursuant to Section 2.3 to be made after such determination Reference Bank Rate shall be of no force and effect and shall be denied by the Administrative Agentless than zero, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination rate shall be deemed to be zero for purposes of this Agreement; provided, further, however, that if less than two Reference Banks shall supply a request rate to the Administrative Agent for purposes of determining the LIBO Rate for such Eurocurrency Borrowing, (i) if such Borrowing shall be requested in Dollars, then such Borrowing shall be made as an ABR Loan, Borrowing at the Alternate Base Rate (iiidisregarding clause (c) any request by a Borrower for a Multi-Currency Revolving Loan to be made after of the definition thereof) and (ii) if such determination Borrowing shall be deemed to requested in any Foreign Currency, the LIBO Rate shall be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as rate determined by the Administrative Agent in its sole reasonable discretion and consented to in writing by the Company and the Required Revolving Lenders (and, solely to the extent the requested Foreign Exchange Rate on such dateCurrency is euros, the Required Euro Term Lenders) of (the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation“Alternative Rate”); provided, however, that any request for a conversion of a Multi-Currency Revolving Loan until such time as the Alternative Rate shall be deemed determined and so consented to be a request for a conversion into an ABR Loan in an aggregate principal amount equal by the Company and the Required Revolving Lenders (and, solely to the Dollar equivalent (as determined by extent the requested Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determinationCurrency is euros, the relevant Borrower Required Euro Term Lenders), Borrowings shall not be entitled, available in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest errorsuch Foreign Currency.

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 Eurocurrency Loan (i) Borrowing, the Administrative Agent shall have determined (which determination shall be conclusive i) that deposits in the currency and binding upon each Borrowerprincipal amounts of the Eurocurrency Loans comprising such Borrowing are not generally available in the London market or (ii) that, by reason of circumstances affecting the relevant market, adequate and that reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest PeriodLIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers Borrower and the Lenders. In the event of any such determinationdetermination under clause (i) or (ii) above, until the Administrative Agent shall have advised the Borrowers Company and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a Borrower for a Eurocurrency Competitive Standby Loan pursuant to Section 2.3 to be made after such determination shall be of no force and effect and shall be denied by the Administrative Agent, (ii2.03(a) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination shall be deemed to be a request for an ABR LoanBorrowing. In the event the Required Lenders notify the Administrative Agent that the rates at which Dollar deposits are being offered will not adequately and fairly reflect the cost to such Lenders of making or maintaining Eurocurrency Loans in Dollars during such Interest Period, (iii) 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 no longer exist, any request by a such Borrower for a Multi-Currency Revolving Eurocurrency Standby Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretoBorrowing. Each determination by the Administrative Agent or the Required Lenders 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 Eurocurrency Loan (i) Borrowing or a Eurodollar Borrowing the Administrative Agent shall have determined (i) that deposits in the principal amounts of the Loans comprising such Borrowing and in the currency in which determination shall such Loan is to be conclusive and binding upon each Borrower) that, by reason of circumstances affecting denominated are not generally available in the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for rates at which such Interest Period deposits are being offered will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) any Lender of making or maintaining its Eurocurrency Loans Loan or Eurodollar Loan, as applicable, during such Interest Period, or that reasonable means do not exist for ascertaining the Administrative LIBO Rate or the Adjusted LIBO Rate, or (ii) in the case of a Eurocurrency Borrowing, that there shall have occurred any change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it impracticable to make Loans denominated in the applicable Alternative Currency, the Agent shall, as soon promptly as practicable thereafterpracticable, give written or telecopy notice of such determination to the Borrowers Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any request by a the Borrower for a Eurocurrency Eurodollar Competitive Loan Borrowing pursuant to Section 2.3 to be made after such determination 2.03 shall be of no force and effect and shall be denied by the Administrative Agent, (iiB) any request by a the Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars Eurodollar Standby Borrowing pursuant to Section 2.4 to be made after such determination 2.04 shall be deemed to be a request for an ABR Loan, Borrowing and (iiiC) any request by a the Borrower for a Multi-Currency Revolving Loan Eurocurrency Borrowing pursuant to be made after such determination Section 2.04 shall be deemed to be a request by the Borrower for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest errorBorrowing.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days (a) If prior to the commencement first day of any Interest Period for a an Adjusted Eurocurrency Loan Rate Borrowing: (i) (a) the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon each Borrowerabsent manifest error) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Adjusted Eurocurrency Rate for such Interest Period, ; or (ii) (b) the Administrative Agent is advised by the Required Lenders shall have determined and shall have notified the Administrative Agent that the Adjusted Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency their Loans during included in such Borrowing for such Interest Period, ; then the Administrative Agent shall, shall give notice thereof to the Administrative Borrower and the Lenders by telephone or facsimile as soon promptly as practicable thereafter, give written or telecopy notice thereafter (but at least two Business Days prior to the first day of such determination to the Borrowers and the LendersInterest Period). In the event of any If such determination, notice is given then until the Administrative Agent shall have advised notifies the Borrowers Administrative Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, which the Administrative Agent agrees promptly to do, (i) any request by a Borrower for a Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, an Adjusted Eurocurrency Competitive Loan pursuant to Section 2.3 to be made after such determination Rate Borrowing shall be of no force ineffective and effect and such Borrowing shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant converted to Section 2.4 to be made after such determination shall be deemed to be a request for an ABR LoanBorrowing (or, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a pending request for a conversion into Borrowing denominated in any Alternate Currency, the Administrative Borrower and the Revolving Lenders shall establish a mutually acceptable alternative rate) on the last day of the Interest Period applicable thereto, and (ii) if any Borrowing Request requests an Adjusted Eurocurrency Rate Borrowing, such Borrowing shall be made as an ABR Loan Borrowing (or, in the case of a requested continuation); provided, that any pending request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan Borrowing denominated in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-any Alternate Currency. Also, in the event of any such determination, the relevant Administrative Borrower and the Revolving Lenders shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest errorestablish a mutually acceptable alternative rate).

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 Eurocurrency Loan (i) LIBOR Borrowing, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each Borrower) that, by reason that dollar deposits in the amount of circumstances affecting the relevant requested principal amount of such LIBOR Borrowing are not generally available in the London interbank market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for rate at which such Interest Period dollar deposits are being offered will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) any Bank of making or maintaining Eurocurrency such LIBOR Loans during such Interest Period, or that reasonable means do not exist for ascertaining the LIBOR Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy telecopier notice of such determination to the Borrowers Borrower and the LendersBanks. In the event of any such determination, until the Administrative Agent shall have advised the Borrowers and the Lenders determined that the circumstances giving rise to such notice no longer exist, (ia) any request by a the Borrower for a Eurocurrency LIBOR Competitive Loan Borrowing pursuant to Section 2.3 to be made after such determination 2.04 shall be of no force and effect and shall be denied by the Administrative Agent, Agent and (iib) any request by a the Borrower for a Eurocurrency LIBOR Revolving Credit Loan denominated in Dollars Borrowing pursuant to Section 2.4 to be made after such determination 2.05 shall be deemed to be a request for an ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest error; provided, however, that if a determination is made that dollar deposits in the amount of the requested principal amount of such LIBOR Borrowing are not generally available in the London interbank market, or that the rate at 109 which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank of making or maintaining such LIBOR Loans during such Interest Period, or that reasonable means do not exist for ascertaining the LIBOR Rate, the Administrative Agent shall promptly notify the Borrower of such determination in writing and the Borrower may, by notice to the Administrative Agent given within 24 hours of receipt of such notice, withdraw the request for the LIBOR Competitive Borrowing or the LIBOR Revolving Credit Borrowing, as applicable.

Alternate Rate of Interest. In the event(a) Subject to Section 2.24, and on each occasion, that on the day two Business Days if prior to 10:00 A.M. (New York City time) on any date on which an interest rate is to be determined pursuant to the commencement definition of any Interest Period for a Eurocurrency Loan Adjusted Term SOFR, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist in good faith that Adjusted Term SOFR for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for such any requested Interest Period will with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or (as conclusively certified by such Lendersii) of making or maintaining Eurocurrency Loans during such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall promptly notify the Borrowers and each Lender of such circumstances. Upon notice thereof by the Lenders. In Administrative Agent to the event Borrowers, any right of the Borrowers to select SOFR Loans for any such determination, requested Revolving Loan Borrowing or any subsequent Revolving Loan Borrowing shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent shall have advised the Borrowers and the Lenders that the circumstances giving rise to revokes such notice no longer existnotice. Upon receipt of such notice, (i) the Borrowers may revoke any pending request by a Borrower for a Eurocurrency Competitive Loan pursuant borrowing of, conversion to Section 2.3 or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrowers will be made after deemed to have converted any such determination shall be request into a request for a Borrowing of no force or conversion to Base Rate Loans in the amount specified therein and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 2.4 2.14. Subject to be made after such Section 2.24, if the Administrative Agent determines (which determination shall be deemed conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to be a request for an ABR Loanthe definition thereof on any given day, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination the interest rate on Base Rate Loans shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or without reference to clause (c) of the Required Lenders hereunder shall be conclusive absent manifest errordefinition of “Base Rate” until the Administrative Agent revokes 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 Eurocurrency Loan Eurodollar Rate Borrowing: (ia) the Administrative Agent shall have determined determines (which determination shall be final and conclusive and binding upon each Borrowerabsent manifest error) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, ; or (iib) the Administrative Agent is advised in writing by the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency their Loans during included in such Borrowing for such Interest Period, ; then the Administrative Agent shall, shall give written notice thereof to the Designated Company and the Lenders as soon promptly as practicable thereafter, give written or telecopy notice of such determination to the Borrowers and the Lenders. In the event of any such determinationthereafter and, until the Administrative Agent shall have advised notifies the Borrowers Designated 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 conversion of any Borrowing to, or continuation of any Borrowing as, a Borrower for a Eurocurrency Competitive Loan pursuant to Section 2.3 to be made after such determination Eurodollar Rate Borrowing shall be of no force ineffective and effect and shall be denied by the Administrative Agent, (ii) if any request by Borrowing Request requests a Borrower for Eurodollar Rate Borrowing, such Borrowing shall be made as a Eurocurrency Revolving Credit Loan denominated Fallback Rate Borrowing. Notwithstanding anything herein to the contrary, neither any Agent nor any Lender shall require the payment of an additional fee or an increase in Dollars pursuant the Applicable Margin as a condition precedent to Section 2.4 the effectiveness of any amendment to this Agreement the sole purpose of which is to permit the Co-Borrowers to elect an interest rate (the “Successor Rate”) other than the Eurodollar Rate or the Fallback Rate in anticipation of or as a result of the Eurodollar Base Rate ceasing to be made after such determination shall be deemed to be a request for an ABR Loan, (iii) quoted or published by any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretionsource, if the requested Competitive Loan has not been made, to cancel its acceptance of Successor Rate is substantially the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by same as the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest error.successor 135 1031947.12E-CHISR1060441.10-CHISR01A - MSW

Alternate Rate of Interest. In the event(a) Subject to Section 2.24, and on each occasion, that on the day two Business Days if prior to 10:00 A.M. (New York City time) on any date on which an interest rate is to be determined pursuant to the commencement definition of any Interest Period for a Eurocurrency Loan Adjusted Term SOFR, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist in good faith that Adjusted Term SOFR for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for such any requested Interest Period will with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or (as conclusively certified by such Lendersii) of making or maintaining Eurocurrency Loans during such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall promptly notify the Borrowers and each Lender of such circumstances. Upon notice thereof by the Lenders. In Administrative Agent to the event Borrowers, any right of the Borrowers to select SOFR Loans for any such determination, requested Borrowing or any subsequent Borrowing shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent shall have advised the Borrowers and the Lenders that the circumstances giving rise to revokes such notice no longer existnotice. Upon receipt of such notice, (i) the Borrowers may revoke any pending request by a Borrower for a Eurocurrency Competitive Loan pursuant borrowing of, conversion to Section 2.3 or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrowers will be made after deemed to have converted any such determination shall be request into a request for a Borrowing of no force or conversion to Base Rate Loans in the amount specified therein and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 2.4 2.14. Subject to be made after such Section 2.24, if the Administrative Agent determines (which determination shall be deemed conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to be a request for an ABR Loanthe definition thereof on any given day, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination the interest rate on Base Rate Loans shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or without reference to clause (c) of the Required Lenders hereunder shall be conclusive absent manifest errordefinition of “Base Rate” until the Administrative Agent revokes such determination.

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 Eurocurrency Loan Borrowing: (a) (i) the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon each Borrowerabsent manifest error) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurocurrency Adjusted LIBO Rate, the LIBO Rate, the EURIBO Rate, the CDO Rate or the EURIBOAUD Bank Xxxx Rate for such Interest Period, ; or (b) (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent is advised by the majority in interest of the Lenders under the affected Tranche that the Eurocurrency Adjusted LIBO Rate, the LIBO Rate, the EURIBO Rate, the CDO Rate determined or to be determined the EURIBOAUD Bank Xxxx Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency their Loans during included in such Borrowing for such Interest Period, ; then the Administrative Agent shall, shall give notice thereof to the Company and the Lenders by telephone or facsimile as soon promptly as practicable thereafter, give written or telecopy notice of such determination to the Borrowers and the Lenders. In the event of any such determinationthereafter and, until the Administrative Agent shall have advised notifies the Borrowers Company and the Lenders that the circumstances giving rise to such notice no longer exist, (iiA) any request by a Borrower for Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Competitive Loan pursuant to Section 2.3 to be made after such determination Borrowing of the applicable Type shall be of no force and effect and shall be denied by the Administrative Agentineffective, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan and, unless repaid, such Borrowing shall, if denominated in Dollars pursuant US Dollars, be madecontinued as or converted to Section 2.4 to be made after such determination shall be deemed to be a request for an ABR LoanBorrowing or, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan if denominated in an aggregate principal amount equal to the Dollar equivalent (Alternative Currencyany currency other than US Dollars, bear interest at such rate as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders hereunder shall determine (which determination shall be conclusive absent manifest error.) adequately and fairly reflects the cost to the affected Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period plus the Applicable Rate, and (ii (or, if the Administrative Agent determines that it is unable to make such a determination, shall be repaid on the last day of the current Interest Period applicable thereto), and (B) if any Borrowing Request requests a Eurocurrency Borrowing of the applicable Type, such Borrowing shall, if denominated in US Dollars, be made as an ABR Borrowing or, if denominated in an Alternative Currencyany currency other than US Dollars, bear interest at such rate as the Administrative Agent shall determine (which determination shall be conclusive absent manifest error) adequately and fairly reflects the cost to the affected Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period plus the Applicable Rate; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted. (or, if the Administrative Agent determines that it is unable to make such a determination, shall be ineffective). (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error and shall be evidenced by written notice to the Company), or the Company notifies the Administrative Agent that it has determined, that (i) the circumstances set forth in paragraph (a)(i) of this Section have arisen with respect to Loans of any Type and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in paragraph (a)(i) of 66

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 Eurocurrency Loan (i) Eurodollar Borrowing the Administrative Agent (or, in the case of a Eurodollar Competitive Loan, the Lender that is required to make such Loan) shall have determined (which determination shall be conclusive and binding upon each Borrower) that, by reason in good faith that dollar deposits in the principal amounts of circumstances affecting the relevant Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for rates at which such Interest Period dollar deposits are being offered will not adequately and fairly reflect the cost to such the Required Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency their Eurodollar Loans during such Interest Period, or that reasonable means do not exist for ascertaining the Eurodollar Rate, the Administrative Agent (or, in the case of a Eurodollar Competitive Loan, the Lender that is required to make such Loan) shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a the Borrower for a Eurocurrency Competitive Loan Eurodollar Revolving Borrowing pursuant to Section 2.3 to be made after such determination shall be of no force and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination shall be deemed to be a request for an ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or 2.02 shall be deemed to be a request for a conversion into an ABR Loan Base Rate Borrowing, (in the case of a requested continuation); provided, that ii) any request by the Borrower for a conversion of to, or a Multi-Currency continuation of, a Eurodollar Revolving Loan Borrowing pursuant to Section 2.06 shall be deemed to be a request for, respectively, a continuation as, or a conversion to, a Base Rate Borrowing and (iii) any request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower Eurodollar Competitive Borrowing shall be entitled, in its sole discretion, ineffective; provided that if the requested circumstances giving rise to such notice do not affect all the Lenders, then requests for Eurodollar Competitive Loan has Borrowings may be made to Lenders that are not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretoaffected thereby. Each determination by the Administrative Agent or the Required Lenders 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 Eurocurrency Loan (i) Eurodollar Borrowing the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each Borroweri) that, by reason that dollar deposits in the principal amounts of circumstances affecting the relevant market, adequate and Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market or (ii) that reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest PeriodLIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers Company and the Lenders. In the event of any such determinationdetermination under clause (i) or (ii) above, until the Administrative Agent shall have advised the Borrowers Company and the Lenders that the circumstances giving rise to such notice no longer exist, (ix) any request by a Borrower the Company for a Eurocurrency Eurodollar Competitive Loan Borrowing pursuant to Section 2.3 to be made after such determination shall be of no force and effect and shall be denied by the Administrative Agent, Agent and (iiy) any request by a Borrower the Company for a Eurocurrency Revolving Credit Loan denominated in Dollars Eurodollar Standby Borrowing pursuant to Section 2.4 to be made after such determination shall be deemed to be a request for an ABR LoanBorrowing. In the event the Required Lenders notify the Administrative Agent that the rates at which dollar deposits are being offered will not adequately and fairly reflect the cost to such Lenders of making or maintaining Eurodollar Loans during such Interest Period, (iii) the Administrative Agent shall notify the Company of such notice and until the Required Lenders shall have advised the Administrative Agent that the circumstances giving rise to such notice no longer exist, any request by a Borrower the Company for a Multi-Currency Revolving Loan to be made after such determination Eurodollar Standby Borrowing shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretoBorrowing. Each determination by the Administrative Agent or the Required Lenders hereunder shall be made in good faith and shall be conclusive absent manifest error.

Alternate Rate of Interest. In (a) If at the event, and on each occasion, time that the Administrative Agent shall seek to determine the LIBOR Screen Rate on the day two Business Days prior to the commencement of Quotation Day for any Interest Period for a Eurocurrency Loan (i) Borrowing, the LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Borrowing for any reason, and the Administrative Agent shall have determined reasonably determine that it is not possible to determine the Interpolated Rate (which determination conclusion shall be conclusive and binding upon each Borrower) thatabsent manifest error), by reason of circumstances affecting then the relevant market, adequate and reasonable means do not exist for ascertaining Reference Bank Rate shall be the Eurocurrency LIBO Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined Period for such Interest Period will not adequately and fairly reflect Eurocurrency Borrowing; provided that if the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a Borrower for a Eurocurrency Competitive Loan pursuant to Section 2.3 to be made after such determination Reference Bank Rate shall be of no force and effect and shall be denied by the Administrative Agentless than zero, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination rate shall be deemed to be zero for purposes of this Agreement; provided, further, however, that if less than two (2) Reference Banks shall supply a request rate to the Administrative Agent for purposes of determining the LIBO Rate for such Eurocurrency Borrowing, (i) if such Borrowing shall be requested in Dollars, then such Borrowing shall be made as an ABR Loan, Borrowing at the Alternate Base Rate and (iiiii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after if such determination Borrowing shall be deemed to requested in any Foreign Currency, the LIBO Rate shall be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as rate determined by the Foreign Exchange Rate on such date) of Administrative Agent in its reasonable discretion after consultation with the relevant Multi-Currency Company and consented to in writing by the Required Lenders (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation“Alternative Rate”); provided, however, that any request for a conversion of a Multi-Currency Revolving Loan until such time as the Alternative Rate shall be deemed determined and so consented to by the Required Lenders, Borrowings shall not be a request for a conversion into an ABR Loan available in an aggregate principal amount equal such Foreign Currency. It is hereby understood and agreed that, notwithstanding anything to the Dollar equivalent foregoing set forth in this Section 2.14(a), if at any time the conditions set forth in Section 2.14(c)(i) or (as determined by the Foreign Exchange Rate on such dateii) of the relevant Multi-Currency. Also, are in the event of any such determinationeffect, the relevant Borrower provisions of this Section 2.14(a) shall no longer be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance applicable for any purpose of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders hereunder determining any alternative rate of interest under this Agreement and Section 2.14(c) shall instead be conclusive absent manifest errorapplicable for all purposes of determining any alternative rate of interest under this Agreement.

Alternate Rate of Interest. (i) In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurocurrency Loan (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive that deposits in the principal amounts and binding upon each Borrower) that, by reason denominations of circumstances affecting the relevant Term Loans comprising any Borrowing are not generally available in the London interbank market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for rates at which such Interest Period deposits are being offered in the London interbank market will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) any Lender of making or maintaining Eurocurrency 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 during for such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy fax notice of such determination to the Borrowers Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, exist (i) any request by a Borrower for a Eurocurrency Competitive Loan pursuant which the Administrative Agent agrees to Section 2.3 to be made give promptly after such determination circumstances no longer exist), each affected Eurodollar Term Loan shall be automatically, on the last day of no force and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower current Interest Period for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination shall be deemed to be a request for an ABR Term Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion convert into an ABR Term Loan (and the obligations of the Lenders to make Eurodollar Term Loans denominated in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan dollars or to convert ABR Term Loans into Eurodollar Term Loans shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to suspended until the Dollar equivalent (as Administrative Agent shall notify the Borrower that the Required Lenders have determined by that the Foreign Exchange Rate on circumstances causing such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretosuspension no longer exist. Each determination by the Administrative Agent or the Required Lenders hereunder under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event(a) Subject to clauses (b), (c), (d), (e), and on each occasion(f), that on (g) and (h) of this Section 2.14, if prior to the first day two Business Days of any Interest Period for any Eurocurrency Rate Loan: (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that, by reason of circumstances affecting the relevant market,(A) prior to the commencement of any Interest Period for a Eurocurrency Loan (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each Borrower) thatTerm Benchmark Borrowing, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurocurrency LIBOAdjusted Term SOFR Rate (including because the LIBO ScreenTerm SOFR Reference Rate is not available or published on a current basis), for such Interest PeriodPeriod or (B) at any time, that adequate and reasonable means do not exist for ascertaining the applicable Adjusted Daily Simple SOFR; or (ii) the Administrative Agent shall have received notice fromis advised by the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency LIBO (A) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, the Adjusted Term SOFR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) (as conclusively certified by such Lender or Lenders) of making or maintaining Eurocurrency their affected Loans during (or its Loan) included in such Borrowing for such Interest PeriodPeriod or (B) at any time, Adjusted Daily Simple SOFR will not adequately and fairly reflect the Administrative Agent shall, as soon as practicable thereafter, give written cost to such Lenders (or telecopy notice Lender) of making or maintaining their Loans (or its Loan) included in such determination to the Borrowers and the Lenders. In the event of any such determination, until Borrowing; then the Administrative Agent shall have advised give notice thereof to the Borrowers Borrower and the relevant Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer existexist with respect to the relevant Benchmark and (y) the Borrower delivers a new Committed Loan Notice in accordance with the terms of Section 2.02, (iA1) any request by a Borrower for Committed Loan Notice that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Competitive Rate Loan pursuant to Section 2.3 to shall be ineffective and (B) ifTerm Benchmark Borrowing and any Committed Loan Notice that requests a Eurocurrency Rate Loan, suchTerm Benchmark Borrowing shall be made after such determination shall be of no force and effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination shall asinstead be deemed to be a request for Committed Loan Notice requesting a Base Rate Borrowing. and (2) if after the effectiveness of a Benchmark Replacement to Adjusted Daily Simple SOFR, any Committed Loan Notice that requests an ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination RFR Borrowing shall instead be deemed to be a request for an ABR Committed Loan in an aggregate principal amount equal Notice requesting a Base Rate Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted. Furthermore, if any Term Benchmark Loan or RFR Loan is outstanding on the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) date of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) Borrower’s receipt of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by notice from the Administrative Agent referred to in this Section 2.14(a) with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until (x) the Required Administrative Agent notifies the Borrower and the Lenders hereunder shall be conclusive absent manifest error.that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Committed Loan Notice in 48 1006836498v2

Alternate Rate of Interest. In (a) If at the event, and on each occasion, time that the Administrative Agent shall seek to determine the LIBOR Screen Rate on the day two Business Days prior to the commencement of Quotation Day for any Interest Period for a Eurocurrency Loan (i) Borrowing the LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Borrowing for any reason, and the Administrative Agent shall have determined reasonably determine that it is not possible to determine the Interpolated Rate (which determination conclusion shall be conclusive and binding upon each Borrower) thatabsent manifest error), by reason of circumstances affecting then the relevant market, adequate and reasonable means do not exist for ascertaining Reference Bank Rate shall be the Eurocurrency LIBO Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined Period for such Interest Period will not adequately and fairly reflect Eurocurrency Borrowing; provided that if the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining Eurocurrency Loans during such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a Borrower for a Eurocurrency Competitive Loan pursuant to Section 2.3 to be made after such determination Reference Bank Rate shall be of no force and effect and shall be denied by the Administrative Agentless than zero, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination rate shall be deemed to be zero for purposes of this Agreement; provided, further, however, that if less than two Reference Banks shall supply a request rate to the Administrative Agent for purposes of determining the LIBO Rate for such Eurocurrency Borrowing, (i) if such Borrowing shall be requested in Dollars, then such Borrowing shall be made as an ABR Loan, Borrowing at the Alternate Base Rate and (iiiii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after if such determination Borrowing shall be deemed to requested in any Foreign Currency, the LIBO Rate shall be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as rate determined by the Foreign Exchange Rate on such date) of Administrative Agent in its reasonable discretion after consultation with the relevant Multi-Currency Company and consented to in writing by the Required Lenders (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation“Alternative Rate”); provided, however, that any request for a conversion of a Multi-Currency Revolving Loan until such time as the Alternative Rate shall be deemed so determined (in consultation with the Company) and so consented to by the Required Lenders, Borrowings shall not be a request for a conversion into an ABR Loan available in an aggregate principal amount equal such Foreign Currency. It is hereby understood and agreed that, notwithstanding anything to the Dollar equivalent foregoing set forth in this Section 2.14(a), if at any time the conditions set forth in Section 2.14(c)(i) or (as determined by the Foreign Exchange Rate on such dateii) of the relevant Multi-Currency. Also, are in the event of any such determinationeffect, the relevant Borrower provisions of this Section 2.14(a) shall no longer be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance applicable for any purpose of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders hereunder determining any alternative rate of interest under this Agreement and Section 2.14(c) shall instead be conclusive absent manifest errorapplicable for all purposes of determining any alternative rate of interest under this Agreement.

Alternate Rate of Interest. In the event(a) Subject to clauses (b), (c), (d), (e) and on each occasion(f) of this Section 2.11, that on the day two Business Days if prior to the commencement first day of any Interest Period for a Eurocurrency Loan Benchmark Borrowing denominated in any currency: (i) the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon each Borrowerabsent manifest error) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining Daily Simple SOFR for Dollars, or the Eurocurrency Euribor Rate for such the Optional Currency, and for any requested Interest Period, including because the Euribor Screen Rate is not available or published on a current basis; or (ii) the Administrative Agent is advised by the Required Lenders shall have determined that Daily Simple SOFR for Dollars, or the Euribor Rate for the Optional Currency, and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for such any requested Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lendersor Lender) of making or maintaining Eurocurrency their Loans during (or its Loan), including in such Borrowing for the applicable currency and such Interest Period, ; then the Administrative Agent shallshall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as soon promptly as practicable thereafter, give written or telecopy notice of such determination to the Borrowers and the Lenders. In the event of any such determinationthereafter and, until the Administrative Agent shall have advised notifies the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (x) any interest election request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Daily Simple SOFR Loan shall be ineffective, (y) if any Borrowing request requests Daily Simple SOFR Loans, such Borrowing shall be made as ABR Loans and (z) if any Borrowing request requests a Euribor Rate Borrowing for the relevant rate above in the Optional Currency, such Borrowing shall be ineffective; provided, that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted. Furthermore, if any Benchmark Loan in any Agreed Currency is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.11 with respect to the applicable rate applicable to such Benchmark Loan, then until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, then (i) any request by a Borrower for a Eurocurrency Competitive such Daily Simple SOFR Loan pursuant to Section 2.3 to shall immediately be made after such determination shall be of no force and effect and shall be denied converted by the Administrative AgentAgent to, (ii) any request by a Borrower for a Eurocurrency Revolving Credit and shall constitute, an ABR Loan denominated in Dollars pursuant and (ii) if such Benchmark Loan is denominated in the Optional Currency, then such Loan shall, on the last day of the Interest Period applicable to Section 2.4 such Loan (or the next succeeding Business Day if such day is not a Business Day) bear interest at the Central Bank Rate plus the Applicable Margin; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the Optional Currency cannot be determined, any outstanding affected Benchmark Loans denominated in the Optional Currency shall, at the Borrower’s election prior to such day: (A) be made after prepaid by the Borrower on such determination day or (B) solely for the purpose of calculating the interest rate applicable to such Benchmark Loan, such Benchmark Loan denominated in the Optional Currency shall be deemed to be a request for an ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Daily Simple SOFR Loan denominated in Dollars and shall accrue interest at the same interest rate applicable to be made after Daily Simple SOFR Loans denominated in Dollars at such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest errortime.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of (a) If in connection with any Interest Period request for a Eurocurrency Eurodollar Rate Loan or a conversion to or continuation thereof, (i) the Administrative Agent shall have determined determines that (which determination shall be conclusive A) dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and binding upon each BorrowerInterest Period of such Eurodollar Rate Loan, or (B) that, by reason of circumstances affecting the relevant market, (x) adequate and reasonable means do not exist for ascertaining determining the Eurocurrency Eurodollar Rate for such any requested Interest PeriodPeriod with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 2.14(c)(i) do not apply (in each case with respect to this clause (i), “Impacted Loans”), or (ii) the Administrative Agent or the Required Lenders shall have determined and shall have notified determine that for any reason the Administrative Agent that the Eurocurrency Eurodollar Rate determined or to be determined for such any requested Interest Period will with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by of funding such Lenders) of making or maintaining Eurocurrency Loans during such Interest PeriodEurodollar Rate Loan, the Administrative Agent shallwill promptly so notify the Borrower and each Lender. Thereafter, as soon as practicable thereafter(x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, give written or telecopy notice of such determination (to the Borrowers extent of the affected Eurodollar Rate Loans or Interest Periods), and the Lenders. In (y) in the event of any such determinationa determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 2.14(a), until the Administrative Agent shall have advised upon instruction of the Borrowers and Required Lenders) revokes such notice. Upon receipt of such notice, the Lenders that the circumstances giving rise to such notice no longer exist, (i) Borrower may revoke any pending request by a Borrower for a Eurocurrency Competitive Loan pursuant Borrowing of, conversion to Section 2.3 or continuation of Eurodollar Rate Loans (to be made after such determination shall be the extent of no force and effect and shall be denied by the Administrative Agentaffected Eurodollar Rate Loans or Interest Periods) or, (ii) any request by a Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars pursuant to Section 2.4 to be made after such determination shall failing that, will be deemed to be a have converted such request for an ABR Loan, (iii) any request by a Borrower for a Multi-Currency Revolving Loan to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or shall be deemed to be a request for a conversion into an ABR Loan (Borrowing of Base Rate Loans in the case of a requested continuation); provided, that any request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating thereto. Each determination by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest errorspecified therein.

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 Eurocurrency Loan (i) Eurodollar Borrowing the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each Borrower) that, by reason that dollar deposits in the principal amounts of circumstances affecting the relevant Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (ii) the Required Lenders shall have determined and shall have notified the Administrative Agent that the Eurocurrency Rate determined or to be determined for rates at which such Interest Period dollar deposits are being offered will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) any Lender of making or maintaining Eurocurrency Loans 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 of such determination to the Borrowers Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any such request by a the Borrower for a Eurocurrency Eurodollar Competitive Loan Borrowing pursuant to Section 2.3 to be made after such determination 2.03 shall be of no force and effect and shall be denied by the Administrative Agent, (ii) any such request by a the Borrower for a Eurocurrency Revolving Credit Loan denominated in Dollars Eurodollar Standby Borrowing pursuant to Section 2.4 to be made after such determination 2.04 shall be deemed to be a request for an ABR Loan, Borrowing (unless the Borrower shall have withdrawn its request for such Eurodollar Standby Borrowing not later than 10:00 A.M. on the day of the proposed Borrowing) and (iii) any request by a the Borrower for a Multi-Currency Revolving Loan Conversion to be made after such determination shall be deemed to be a request for an ABR Loan in an aggregate principal amount equal to the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) of the relevant Multi-Currency and (iv) any request by a Borrower for conversion into or a continuation of a Eurocurrency Revolving Credit Loan Eurodollar Standby Loans pursuant to Section 2.8 to be made after such determination shall have no force and effect (in the case of a requested conversion) or 2.05 shall be deemed to be a request for a conversion into an Conversion to ABR Loan Loans (in unless the case of a requested continuation); provided, that any Borrower shall have withdrawn its request for a conversion of a Multi-Currency Revolving Loan shall be deemed to be a request for a conversion into an ABR Loan in an aggregate principal amount equal to such Conversion not later than 10:00 A.M. on the Dollar equivalent (as determined by the Foreign Exchange Rate on such date) day of the relevant Multi-Currency. Also, in the event of any such determination, the relevant Borrower shall be entitled, in its sole discretion, if the requested Competitive Loan has not been made, to cancel its acceptance of the Competitive Bids or to cancel its Competitive Bid Request relating theretoproposed Conversion). Each determination by the Administrative Agent or the Required Lenders hereunder shall be conclusive absent manifest error.