Common use of Changed Circumstances Clause in Contracts

Changed Circumstances. (a) The Administrative Agent may give the Lead Borrower notice that: (i) The Administrative Agent has made the good faith determination (which determination shall be final and conclusive) on any date on which the Index Rate would otherwise be set that adequate and fair means do not exist for ascertaining such rate; (ii) The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that (A) the continuation of, or conversion of any Tranche A Loan to, an Index Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or compliance by the Administrative Agent or any Tranche A Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); or (B) The indices on which the interest rates for Index Loans are based shall no longer represent the effective cost to the Administrative Agent or any Tranche A Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent gives the Lead Borrower notice of an occurrence described in Section 2.23(a), then, until the Administrative Agent notifies the Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or each Tranche A Lender to make loans of the type affected by such changed circumstances or to permit the Lead Borrower to select the affected interest rate as otherwise applicable to any Tranche A Loans shall be suspended. (ii) Any notice which the Lead Borrower had given the Administrative Agent with respect to any Index Loan, the time for action with respect to which has not occurred prior to the Administrative Agent's having given notice pursuant to Section 2.23(b), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may give advise the Lead Borrower notice that: Borrowers’ Representative (iin reasonable detail as to the facts and circumstances thereof) The that the Administrative Agent has made the good faith determination (which determination determination, in the absence of manifest error, shall be final and conclusive) on of any date on which of the Index Rate would otherwise be set that adequate following: (i) Adequate and fair means do not exist for ascertaining such rate;the rate for Libor Loans. (ii) The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that (A) the continuation of, of or conversion of any Tranche A Loan to, an Index to a Libor Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Tranche A Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); orApplicable Law. (Biii) The indices on which the interest rates for Index Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any Tranche A Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent gives advises the Lead Borrower notice Borrowers’ Representative of an occurrence described in Section 2.23(a), then, until the Administrative Agent notifies the Lead Borrower Borrowers’ Representative that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or each Tranche A Lender to make loans of the type affected by such changed circumstances or to permit the Lead Borrower Borrowers’ Representative to select the affected interest rate as otherwise applicable to any Tranche A Loans shall be suspended. (ii) Any notice which the Lead Borrower Borrowers’ Representative had given the Administrative Agent with respect to any Index Libor Loan, the time for action with respect to which has not occurred prior to the Administrative Agent's ’s having given notice pursuant to Section 2.23(b2.23(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may give advise the Lead Borrower notice that: (i) The Administrative that the Agent has made the good faith determination (which determination shall be final and conclusive) on of any date on which of the Index Rate would otherwise be set that adequate following: (i) Adequate and fair means do not exist for ascertaining such rate;the rate for LIBOR Loans. (ii) The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that (A) the continuation of, of or conversion of any Tranche A Revolving Credit Loan to, an Index to a LIBOR Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Tranche A Revolving Credit Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); orApplicable Law. (Biii) The indices on which the interest rates for Index LIBOR Loans are based shall no longer represent the effective cost to the Administrative Agent or any Tranche A Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent gives advises the Lead Borrower notice of an occurrence described in Section 2.23(a2.21(a), then, until the Administrative Agent notifies the Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or each Tranche A Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Lead Borrower to select the affected interest rate as otherwise applicable to any Tranche A Revolving Credit Loans shall be suspended. (ii) Any notice which the Lead Borrower had given the Administrative Agent with respect to any Index LIBOR Loan, the time for action with respect to which has not occurred prior to the Administrative Agent's having given notice pursuant to Section 2.23(b2.21(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may give advise the Lead Borrower notice that: Borrowers’ Representative (iin reasonable detail as to the facts and circumstances thereof) The that the Administrative Agent has made the good faith determination (which determination determination, in the absence of manifest error, shall be final and conclusive) on of any date on which of the Index Rate would otherwise be set that adequate following: (i) Adequate and fair means do not exist for ascertaining such rate;the rate for Libor Loans. (ii) The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that (A) the continuation of, of or conversion of any Tranche A Revolving Credit Loan to, an Index to a Libor Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Tranche A Revolving Credit Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); orApplicable Law. (Biii) The indices on which the interest rates for Index Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any Tranche A Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent gives advises the Lead Borrower notice Borrowers’ Representative of an occurrence described in Section 2.23(a2.21(a), then, until the Administrative Agent notifies the Lead Borrower Borrowers’ Representative that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or each Tranche A Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Lead Borrower Borrowers’ Representative to select the affected interest rate as otherwise applicable to any Tranche A Revolving Credit Loans shall be suspended. (ii) Any notice which the Lead Borrower Borrowers’ Representative had given the Administrative Agent with respect to any Index Libor Loan, the time for action with respect to which has not occurred prior to the Administrative Agent's ’s having given notice pursuant to Section 2.23(b2.21(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may give advise the Lead Borrower notice that: (i) The Administrative that the Agent has made the good faith determination (which determination shall be final and conclusive) on of any date on which of the Index Rate would otherwise be set that adequate following: (i) Adequate and fair means do not exist for ascertaining such rate;the rate for LIBOR Loans. (ii) The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that (A) the continuation of, of or conversion of any Tranche A Loan to, an Index to a LIBOR Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Tranche A Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); orApplicable Law. (Biii) The indices on which the interest rates for Index LIBOR Loans are based shall no longer represent the effective cost to the Administrative Agent or any Tranche A Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent gives advises the Lead Borrower notice of an occurrence described in Section 2.23(a2.21(a), then, until the Administrative Agent notifies the Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or each Tranche A Revolving Credit Lender or Term Loan Lender, as applicable to make loans of the type affected by such changed circumstances or to permit the Lead Borrower to select the affected interest rate as otherwise applicable to any Tranche A Revolving Credit Loans or all or any portion of the Term Loan shall be suspended. (ii) Any notice which the Lead Borrower had given the Administrative Agent with respect to any Index LIBOR Loan, the time for action with respect to which has not occurred prior to the Administrative Agent's ’s having given notice pursuant to Section 2.23(b2.21(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may give advise the Lead Borrower notice that: (i) The Administrative that the Agent has made the good faith determination (which determination shall be final and conclusive) on of any date on which of the Index Rate would otherwise be set that adequate following: (i) Adequate and fair means do not exist for ascertaining such rate;the rate for Libor Loans. (ii) The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that (A) the continuation of, of or conversion of any Tranche A Revolving Credit Loan to, an Index to a Libor Loan has been made impracticable impossible or unlawful by the occurrence after the date of this Agreement of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Tranche A Revolving Credit Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); orApplicable Law. (Biii) The indices on which the interest rates for Index Libor Loans are based shall no longer fairly and adequately represent the effective cost to the Administrative Agent or any Tranche A Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent gives advises the Lead Borrower notice of an occurrence described in Section 2.23(a2-21(a), then, until the Administrative Agent notifies the Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or each Tranche A Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Lead Borrower to select the affected interest rate as otherwise applicable to any Tranche A Revolving Credit Loans shall be suspended. (ii) Any notice which the Lead Borrower had given the Administrative Agent with respect to any Index Libor Loan, the time for action with respect to which has not occurred prior to the Administrative Agent's ’s having given notice pursuant to Section 2.23(b)2-21(a) above, shall be deemed at the option of the Administrative Agent to not having been givenbe given for a Base Margin Loan.

Changed Circumstances. (a) The Administrative Agent Subject to the provisions of this Agreement, the Borrowers shall have the option (A) as of any date, to convert all or any part of Base Margin Loans to, or request that new Revolving Credit Loans be made as, Index Loans of various Interest Periods, (B) as of the last day of any Interest Period, to continue all or any portion of the relevant Index Loans as Index Loans; (C) as of the last day of any Interest Period, to convert all or any portion of the Index Loans to Base Margin Loans; and (D) at any time, to request new Revolving Credit Loans as Base Margin Loans; provided, that Revolving Credit Loans may give not be continued as or converted to Index Loans, if the Lead Borrower notice that:continuation or conversion thereof would violate the provisions of Sections 2.21(b) or 2.21(c) of this Agreement or if an Event of Default has occurred and is continuing. (ib) The Administrative Agent’s determination of the Index Rate as provided above shall be conclusive. Furthermore, if the Administrative Agent has made or the Lenders determines, in good faith determination (which determination shall be final conclusive), prior to the commencement of any Interest Period that (A) U.S. Dollar deposits of sufficient amount and conclusivematurity for funding the Revolving Credit Loans are not available to the Administrative Agent or the Lenders in the London Interbank Eurodollar market in the ordinary course of business, or (B) on any date on which by reason of circumstances affecting the Index Rate would otherwise be set that London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applicable to the Revolving Credit Loans requested by the Borrowers to be Index Loans or the Revolving Credit Loans bearing interest at the rates set forth in this Agreement shall not represent the effective pricing to the Administrative Agent for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve requirements required by Regulation D to the extent not given effect in determining the rate; (ii) The ), the Administrative Agent shall have determined in good faith promptly notify the Lead Borrower and (which determination 1) all existing Index Loans shall convert to Base Margin Loans upon the end of the applicable Interest Period, and (2) no additional Index Loans shall be final and conclusive) thatmade until such circumstances are cured. (Ac) If, after the continuation date hereof, the introduction of, or conversion of any Tranche A Loan to, an Index Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or compliance by the Administrative Agent or any Tranche A Lender change in good faith with any applicable law law, treaty, rule, regulation or governmental regulation, guideline or order or in the interpretation or change administration thereof by any governmental authority charged with or any central bank or other fiscal, monetary or other authority having jurisdiction over the interpretation Agent, the Lenders or administration thereof their respective lending offices (a “Regulatory Change”), shall, in the opinion of counsel to the Agent or with the Lenders, make it unlawful for the Agent or the Lenders to make or maintain Index Loans, then the Administrative Agent shall promptly notify the Lead Borrower and (A) the Index Loans shall immediately convert to Base Margin Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law and (B) no additional Index Loans shall be made until such circumstance is cured. (d) If, for any request or directive reason, an Index Loan is paid prior to the last Business Day of any Interest Period or if an Index Loan does not occur on a date specified by the Lead Borrower in its request (other than as a result of a default by the Agent or the Lenders), the Borrowers agree to indemnify the Agent and the Lenders against any loss (including any loss on redeployment of the deposits or other funds acquired by the Agent or the Lenders to fund or maintain such governmental authority Index Rate Loan) cost or expense incurred by the Agent or the Lenders as a result of such prepayment or failure to occur. (e) If any Regulatory Change (whether or not having the force of law)) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, the Agent or the Lenders; or (B) The indices on which subject the interest rates for Agent, the Lenders or the Index Loans are based shall no longer represent to any Tax or change the effective cost basis of taxation of payments to the Agent or the Lenders of principal or interest due from the Borrowers to the Agent or the Lenders hereunder (other than a change in the taxation of the overall net income of the Agent or the Lenders); or (C) impose on the Agent or the Lenders any other condition regarding the Index Loans or the Agent’s or Lenders’ funding thereof, and the Administrative Agent or any Tranche A Lenders shall determine (which determination shall be conclusive) that the result of the foregoing is to increase the cost to the Agent or the Lenders of making or maintaining the Index Loans or to reduce the amount of principal or interest received by the Agent or Lenders hereunder, then the Borrowers shall pay to the Agent or the Lenders, on demand, such additional amounts as the Administrative Agent or the Lenders shall, from time to time, determine are sufficient to compensate and indemnify the Agent or Lenders from such increased cost or reduced amount. Each Lender will use reasonable efforts to designate a different lending office for U.S. dollar deposits the Liabilities if such designation will avoid the need for, or reduce the amount of such compensation and will not, in the interbank market for deposits in which it regularly participatesreasonable opinion of such Lender (including, without limitation, by reason of any economic, legal, or regulatory cost or disadvantage that such Lender may bear or suffer by reason of such designation). (bf) In The Agent and Lenders shall receive payments of amounts of principal of and interest with respect to the event that Index Loans free and clear of, and without deduction for, any Taxes. If (A) the Agent or any Lender shall be subject to any Tax in respect of any Index Loans or any part thereof or, (B) the Borrowers shall be required to withhold or deduct any Tax from any such amount, the Index Rate applicable to such Index Loans shall be adjusted by the Administrative Agent gives or such Lender to reflect all additional costs incurred by the Lead Borrower notice Agent or such Lender in connection with the payment by the Agent or such Lender or the withholding by the Borrowers of an occurrence described in Section 2.23(a), then, until such Tax and the Borrowers shall provide the Agent or such Lender with a statement detailing the amount of any such Tax actually paid by the Borrowers. Determination by the Administrative Agent notifies or such Lender of the Lead Borrower that amount of such costs shall be conclusive absent manifest error. If after any such adjustment any part of any Tax paid by the circumstances giving rise Agent or such Lender is subsequently recovered by the Agent or such Lender, the Agent or such Lender, as applicable, shall reimburse the Borrowers to such notice no longer apply: (i) The obligation the extent of the amount so recovered. A certificate of an officer of the Administrative Agent or each Tranche A such Lender to make loans setting forth the amount of such recovery and the type affected by such changed circumstances or to permit the Lead Borrower to select the affected interest rate as otherwise applicable to any Tranche A Loans basis therefor shall be suspendedconclusive absent manifest error. (ii) Any notice which the Lead Borrower had given the Administrative Agent with respect to any Index Loan, the time for action with respect to which has not occurred prior to the Administrative Agent's having given notice pursuant to Section 2.23(b), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may give advise the Lead Borrower notice that: (i) The that the Administrative Agent has made the good faith determination (which determination shall be final and conclusive) on of any date on which of the Index Rate would otherwise be set that adequate following: (i) Adequate and fair means do not exist for ascertaining such ratethe rate for Eurodollar Loans; (ii) The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that (A) the continuation of, of or conversion of any Tranche A Loan to, an Index to a Eurodollar Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Tranche A Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law)Applicable Law; or (Biii) The indices on which the interest rates for Index Eurodollar Loans are based shall no longer represent the effective cost to the Administrative Agent or any Tranche A Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent gives advises the Lead Borrower notice of an occurrence described in Section 2.23(a2.21(a), then, until the Administrative Agent notifies the Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The the obligation of the Administrative Agent or each Tranche A Lender to make loans of the type affected by such changed circumstances or to permit the Lead Borrower to select the affected interest rate as otherwise applicable to any Tranche A Loans shall be suspended.; and (ii) Any any notice which the Lead Borrower had given the Administrative Agent with respect to any Index Eurodollar Loan, the time for action with respect to which has not occurred prior to the Administrative Agent's having given notice pursuant to Section 2.23(b2.21(a), shall be deemed at the option of the Administrative Agent to not having have been given.

Changed Circumstances. (a) The Administrative Agent may give advise the Lead Borrower notice that: (i) The Administrative Company that the Agent has made the good faith determination (which determination shall be final and conclusive) on of any date on which of the Index Rate would otherwise be set that adequate following: (i) Adequate and fair means do not exist for ascertaining such rate;the rate for Eurodollar Loans. (ii) The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that (A) the continuation of, of or conversion of any Tranche A Revolving Credit Loan to, an Index to a Eurodollar Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Tranche A Revolving Credit Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); orApplicable Law. (Biii) The indices on which the interest rates for Index Eurodollar Loans are based shall no longer represent the effective cost to the Administrative Agent or any Tranche A Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent gives advises the Lead Borrower notice Company of an occurrence described in Section 2.23(a2.21(a), then, until the Administrative Agent notifies the Lead Borrower Company that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or each Tranche A Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Lead Borrower Borrowers to select the affected interest rate as otherwise applicable to any Tranche A Revolving Credit Loans shall be suspended. (ii) Any notice which the Lead Borrower Borrowers had given the Administrative Agent with respect to any Index Eurodollar Loan, the time for action with respect to which has not occurred prior to the Administrative Agent's having given notice pursuant to Section 2.23(b2.21(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may give the Lead Borrower notice thatof the occurrence of the following: (i) The Administrative Agent has made the shall have determined in good faith determination (which determination shall be final and conclusive) on any date day on which the Index Rate rate for a LIBOR Loan would otherwise be set that set, that, by reason of changes arising after the date of this Agreement affecting the London interbank market, adequate and fair means do not exist for ascertaining such rate;rate on the basis provided for in the definition of LIBOR Offer Rate. (ii) The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that: (A) the The continuation of, of or conversion of any Tranche A Revolving Credit Loan to, an Index to a LIBOR Loan has been made impracticable or unlawful by the occurrence of a contingency change in law occurring after the date of this Agreement that materially and adversely affects the applicable market or compliance by the Administrative Agent or any Tranche A Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); or. (B) The indices on which the interest rates for Index LIBOR Loans are based determined shall no longer represent the effective cost to the Administrative Agent or any Tranche A Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent gives the Lead Borrower notice of an occurrence described in Section 2.23(a2-20(a), then, until the Administrative Agent notifies the Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or and of each Tranche A Lender to make loans LIBOR Loans of the type affected by such changed circumstances or to permit the Lead Borrower to select the affected interest rate as otherwise applicable to any Tranche A Revolving Credit Loans shall be suspended. (ii) Any notice which the Lead Borrower had given the Administrative Agent with respect to any Index LIBOR Loan, the time for action with respect to which has not occurred prior to the Administrative Agent's having given notice pursuant to Section 2.23(b2-20(a), shall be deemed at the option of the Administrative Agent to not having been givengiven and such loan shall be made or continued as, or converted into, as appropriate, a Base Margin Loan. (iii) Subject to the provisions of Section 2-11, the Lead Borrower may (and shall, with respect to the occurrence of any event described in Section 2-20(a)(ii)), cancel the relevant borrowing or conversion notice on the same date the Lead Borrower was notified of such event, or if the LIBOR Loan is then outstanding, prepay, or cause to be prepaid, the affected LIBOR Loan.

Changed Circumstances. (a) The Administrative Agent may give advise the Lead Borrower notice that: (i) The that the Administrative Agent has made the good faith determination (which determination shall be final and conclusive) on of any date on which of the Index Rate would otherwise be set that adequate following: (i) Adequate and fair means do not exist for ascertaining such rate;the rate for Eurodollar Loans. (ii) The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that (A) the continuation of, of or conversion of any Tranche A Revolving Credit Loan to, an Index to a Eurodollar Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Tranche A Revolving Credit Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); orApplicable Law. (Biii) The indices on which the interest rates for Index Eurodollar Loans are based shall no longer represent the effective cost to the Administrative Agent or any Tranche A Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent gives advises the Lead Borrower notice of an occurrence described in Section 2.23(a), then, until the Administrative Agent notifies the Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or each Tranche A Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Lead Borrower to select the affected interest rate as otherwise applicable to any Tranche A Revolving Credit Loans shall be suspended. (ii) Any notice which the Lead Borrower had given the Administrative Agent with respect to any Index Eurodollar Loan, the time for action with respect to which has not occurred prior to the Administrative Agent's having given notice pursuant to Section 2.23(b), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may give the Lead Borrower notice thatof the occurrence of the following: (i) ). The Administrative Agent has made the shall have determined in good faith determination (which determination shall be final and conclusive) on any date day on which the Index Rate rate for a Libor Loan would otherwise be set set, that adequate and fair means do not exist for ascertaining such rate;. (ii) ). The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that: (A) the The continuation of, of or conversion of any Tranche A Revolving Credit Loan to, an Index to a Libor Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or compliance by the Administrative Agent or any Tranche A Working Capital Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); or. (B) The indices on which the interest rates for Index Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any Tranche A Working Capital Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent gives the Lead Borrower notice of an occurrence described in Section 2.23(a2-20(a), then, until the Administrative Agent notifies the Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or and of each Tranche A Working Capital Lender to make loans Libor Loans of the type affected by such changed circumstances or to permit the Lead Borrower to select the affected interest rate as otherwise applicable to any Tranche A Revolving Credit Loans shall be suspended. (ii) Any notice which the Lead Borrower had given the Administrative Agent with respect to any Index Libor Loan, the time for action with respect to which has not occurred prior to the Administrative Agent's having given notice pursuant to Section 2.23(b2-20(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent Lender may give advise the Lead Borrower notice that: (i) The Administrative Agent that the Lender has made the good faith determination (which determination shall be final and conclusive) on of any date on which of the Index Rate would otherwise be set that adequate following: (i) Adequate and fair means do not exist for ascertaining such rate;the rate for Libor Loans. (ii) The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that (A) the continuation of, of or conversion of any Tranche A Revolving Credit Loan to, an Index to a Libor Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Tranche A Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); orApplicable Law. (Biii) The indices on which the interest rates for Index Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any Tranche A Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent gives Lender advises the Lead Borrower notice of an occurrence described in Section 2.23(a2.20(a), then, until the Administrative Agent Lender notifies the Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent Lender or each Tranche A the Lender to make loans of the type affected by such changed circumstances or to permit the Lead Borrower to select the affected interest rate as otherwise applicable to any Tranche A Revolving Credit Loans shall be suspended. (ii) Any notice which the Lead Borrower had given the Administrative Agent Lender with respect to any Index Libor Loan, the time for action with respect to which has not occurred prior to the Administrative AgentLender's having given notice pursuant to Section 2.23(b2.11(a), shall be deemed at the option of the Administrative Agent Lender to not having been given.. Article 3

Changed Circumstances. (a) The Administrative Agent Lender may give advise the Lead Borrower notice that: (i) The Administrative Agent that the Lender has made the good faith determination (which determination shall be final and conclusive) on of any date on which of the Index Rate would otherwise be set that adequate following: (i) Adequate and fair means do not exist for ascertaining such rate;the rate for LIBOR Loans. (ii) The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that (A) the continuation of, or conversion of any Tranche A Revolving Credit Loan to, an Index a LIBOR Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Tranche A Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); orApplicable Law. (Biii) The indices on which the interest rates for Index LIBOR Loans are based shall no longer represent the effective cost to the Administrative Agent or any Tranche A Lender for U.S. dollar deposits in the London interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent gives Lender advises the Lead Borrower notice of an occurrence described in Section 2.23(a(a), then, until the Administrative Agent Lender notifies the Lead Borrower that the circumstances giving rise to such notice no longer apply:apply (which notice the Lender shall give promptly after it has knowledge thereof): (i) The obligation of the Administrative Agent or each Tranche A Lender to make loans of the type affected by such changed circumstances or to permit the Lead Borrower to select the affected interest rate as otherwise applicable to any Tranche A Revolving Credit Loans shall be suspended. (ii) Any notice which the Lead Borrower had given the Administrative Agent Lender with respect to any Index LIBOR Loan, the time for action with respect to which has not occurred prior to the Administrative Agent's Lender’s having given notice pursuant to Section 2.23(b(a), shall be deemed at the option of the Administrative Agent Lender to not having been given.

Changed Circumstances. (a) The Administrative Agent Lender may give advise the Lead Borrower notice that: (i) The Administrative Agent that the Lender has made the good faith determination (which determination shall be final and conclusive) on of any date on which of the Index Rate would otherwise be set that adequate following: (i) Adequate and fair means do not exist for ascertaining such rate;the rate for Libor Loans. (ii) The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that (A) the continuation of, of or conversion of any Tranche A Revolving Credit Loan to, an Index to a Libor Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Tranche A Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); orApplicable Law. (Biii) The indices on which the interest rates for Index Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any Tranche A Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent gives Lender advises the Lead Borrower notice of an occurrence described in Section 2.23(a2-19(a), then, until the Administrative Agent Lender notifies the Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or each Tranche A Lender to make loans of the type affected by such changed circumstances or to permit the Lead Borrower to select the affected interest rate as otherwise applicable to any Tranche A Revolving Credit Loans shall be suspended. (ii) Any notice which the Lead Borrower had given the Administrative Agent Lender with respect to any Index Libor Loan, the time for action with respect to which has not occurred prior to the Administrative AgentLender's having given notice pursuant to Section 2.23(b2-19(a), shall be deemed at the option of the Administrative Agent Lender to not having been given.

Changed Circumstances. (a) The Administrative Agent may give advise the Lead Borrower notice that: (i) The Administrative that the Agent has made the good faith determination (which determination shall be final and conclusive) on of any date on which of the Index Rate would otherwise be set that adequate following: (i) Adequate and fair means do not exist for ascertaining such rate;the rate for Eurodollar Loans. (ii) The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that (A) the continuation of, of or conversion of any Tranche A Revolving Credit Loan to, an Index to a Eurodollar Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Tranche A Revolving Credit Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); orApplicable Law. (Biii) The indices on which the interest rates for Index Eurodollar Loans are based shall no longer represent the effective cost to the Administrative Agent or any Tranche A Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent gives advises the Lead Borrower notice of an occurrence described in Section 2.23(a2.22(a), then, until the Administrative Agent notifies the Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or each Tranche A Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Lead Borrower to select the affected interest rate as otherwise applicable to any Tranche A Revolving Credit Loans shall be suspended. (ii) Any notice which the Lead Borrower had given the Administrative Agent with respect to any Index Eurodollar Loan, the time for action with respect to which has not occurred prior to the Administrative Agent's having given notice pursuant to Section 2.23(b2.22(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may give advise the Lead Borrower notice that: Borrowers’ Representative (iin reasonable detail as to the facts and circumstances thereof) The that the Administrative Agent has made the good faith determination (which determination determination, in the absence of manifest error, shall be final and conclusive) on of any date on which of the Index Rate would otherwise be set that adequate following: (i) Adequate and fair means do not exist for ascertaining such rate;the rate for Libor Loans . (ii) The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that (A) the continuation of, of or conversion of any Tranche A Revolving Credit Loan to, an Index to a Libor Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Tranche A Revolving Credit Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); orApplicable Law. (Biii) The indices on which the interest rates for Index Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any Tranche A Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent gives advises the Lead Borrower notice Borrowers’ Representative of an occurrence described in Section 2.23(a2.21(a), then, until the Administrative Agent notifies the Lead Borrower Borrowers’ Representative that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or each Tranche A Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Lead Borrower Borrowers’ Representative to select the affected interest rate as otherwise applicable to any Tranche A Revolving Credit Loans shall be suspended. (ii) Any notice which the Lead Borrower Borrowers’ Representative had given the Administrative Agent with respect to any Index Libor Loan, the time for action with respect to which has not occurred prior to the Administrative Agent's ’s having given notice pursuant to Section 2.23(b2.21(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent Lender may give advise the Lead Borrower notice that: (i) The Administrative Agent that the Lender has made the good faith determination (which determination shall be final and conclusive) on of any date on which of the Index Rate would otherwise be set that adequate following: (i) Adequate and fair means do not exist for ascertaining such rate;the rate for Libor Loans. (ii) The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that (A) the continuation of, of or conversion of any Tranche A Revolving Credit Loan to, an Index to a Libor Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent Lender or any Tranche A Revolving Credit Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); orApplicable Law. (Biii) The indices on which the interest rates for Index Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any Tranche A Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent gives Lender advises the Lead Borrower notice of an occurrence described in Section 2.23(a2:2-21(a), then, until the Administrative Agent Lender notifies the Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or each Tranche A Lender to make loans of the type affected by such changed circumstances Libor Loans or to permit the Lead Borrower to select the affected interest rate Libor Rate as otherwise applicable to any Tranche A Revolving Credit Loans shall be suspended. (ii) Any notice which the Lead Borrower had given the Administrative Agent Lender with respect to any Index Libor Loan, the time for action with respect to which has not occurred prior to the Administrative AgentLender's having given notice pursuant to Section 2.23(b)2:2-21, shall be deemed at the option of the Administrative Agent Lender to not having been given.

Changed Circumstances. (a) The Administrative Agent may give advise the Lead Borrower notice that: (i) The that the Administrative Agent has made the good faith determination (which determination shall be final and conclusive) on of any date on which of the Index Rate would otherwise be set that adequate following: (i) Adequate and fair means do not exist for ascertaining such rate;the rate for Eurodollar Loans. (ii) The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that (A) the continuation of, of or conversion of any Tranche A Revolving Credit Loan to, an Index to a Eurodollar Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Tranche A Revolving Credit Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); orApplicable Law. (Biii) The indices on which the interest rates for Index Eurodollar Loans are based shall no longer represent the effective cost to the Administrative Agent or any Tranche A Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent gives advises the Lead Borrower notice of an occurrence described in Section 2.23(a2-20(a), then, until the Administrative Agent notifies the Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or each Tranche A Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Lead Borrower to select the affected interest rate as otherwise applicable to any Tranche A Revolving Credit Loans shall be suspended. (ii) Any notice which the Lead Borrower had given the Administrative Agent with respect to any Index Eurodollar Loan, the time for action with respect to which has not occurred prior to the Administrative Agent's having given notice pursuant to Section 2.23(b2-20(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may give advise the Lead Borrower notice that: (i) The Administrative that the Agent has made the good faith determination (which determination shall be final and conclusive) on of any date on which of the Index Rate would otherwise be set that adequate following: (i) Adequate and fair means do not exist for ascertaining such rate;the rate for Libor Loans. (ii) The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that (A) the continuation of, of or conversion of any Tranche A Revolving Credit Loan to, an Index to a Libor Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Tranche A Revolving Credit Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); orApplicable Law. (Biii) The indices on which the interest rates for Index Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any Tranche A Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent gives advises the Lead Borrower notice of an occurrence described in Section 2.23(a), then, until the Administrative Agent notifies the Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or each Tranche A Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Lead Borrower to select the affected interest rate as otherwise applicable to any Tranche A Revolving Credit Loans shall be suspended. (ii) Any notice which the Lead Borrower had given the Administrative Agent with respect to any Index Libor Loan, the time for action with respect to which has not occurred prior to the Administrative Agent's having given notice pursuant to Section 2.23(b2.11(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may give advise the Lead Borrower notice that: (i) The that the Administrative Agent has made the good faith determination (which determination shall be final and conclusive) on of any date on which of the Index Rate would otherwise be set that adequate following: (i) Adequate and fair means do not exist for ascertaining such rate;the rate for Eurodollar Loans. (ii) The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that (A) the continuation of, of or conversion of any Tranche A Revolving Credit Loan to, an Index to a Eurodollar Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Tranche A Revolving Credit Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); orApplicable Law. (Biii) The indices on which the interest rates for Index Eurodollar Loans are based shall no longer represent the effective cost to the Administrative Agent or any Tranche A Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent gives advises the Lead Borrower notice of an occurrence described in Section 2.23(a2.21(a), then, until the Administrative Agent notifies the Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or each Tranche A Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Lead Borrower to select the affected interest rate as otherwise applicable to any Tranche A Revolving Credit Loans shall be suspended. (ii) Any notice which the Lead Borrower had given the Administrative Agent with respect to any Index Eurodollar Loan, the time for action with respect to which has not occurred prior to the Administrative Agent's having given notice pursuant to Section 2.23(b2.21(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may give advise the Lead Borrower notice that: (i) The that the Administrative Agent has made the good faith determination (which determination shall be final and conclusive) on of any date on which of the Index Rate would otherwise be set that adequate following: (i) Adequate and fair means do not exist for ascertaining such rate;the rate for LIBOR Loans. (ii) The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that (A) the continuation of, of or conversion of any Tranche A Revolving Credit Loan to, an Index to a LIBOR Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Tranche A Revolving Credit Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); orApplicable Law. (Biii) The indices on which the interest rates for Index LIBOR Loans are based shall no longer represent the effective cost to the Administrative Agent or any Tranche A Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent gives advises the Lead Borrower notice of an occurrence described in Section 2.23(a2.20(a), then, until the Administrative Agent notifies the Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or each Tranche A Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Lead Borrower to select the affected interest rate as otherwise applicable to any Tranche A Revolving Credit Loans shall be suspended. (ii) Any notice which the Lead Borrower had given the Administrative Agent with respect to any Index LIBOR Loan, the time for action with respect to which has not occurred prior to the Administrative Agent's ’s having given notice pursuant to Section 2.23(b2.20(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may give advise the Lead Borrower notice that: (i) The that the Administrative Agent has made the good faith determination (which determination shall be final and conclusive) on of any date on which of the Index Rate would otherwise be set that adequate following: (i) Adequate and fair means do not exist for ascertaining such rate;the rate for Libor Loans. (ii) The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that (A) the continuation of, of or conversion of any Tranche A Revolving Credit Loan to, an Index to a Libor Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Tranche A Revolving Credit Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); orApplicable Law. (Biii) The indices on which the interest rates for Index Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any Tranche A Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent gives advises the Lead Borrower notice of an occurrence described in Section 2.23(a2-18(a), then, until the Administrative Agent notifies the Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or each Tranche A Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Lead Borrower to select the affected interest rate as otherwise applicable to any Tranche A Revolving Credit Loans shall be suspended. (ii) Any notice which the Lead Borrower had given the Administrative Agent with respect to any Index Libor Loan, the time for action with respect to which has not occurred prior to the Administrative Agent's having given notice pursuant to Section 2.23(b2-18(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may give the Lead Borrower notice thatof the occurrence of the following: (i) The Administrative Agent has made the shall have determined in good faith determination (which determination shall be final and conclusive) on any date day on which the Index Rate rate for a Libor Loan would otherwise be set set, that adequate and fair means do not exist for ascertaining such rate;. (ii) The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that: (A) the The continuation of, of or conversion of any Tranche A Revolving Credit Loan to, an Index to a Libor Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or compliance by the Administrative Agent or any Tranche A Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); or. (B) The indices on which the interest rates for Index Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any Tranche A Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent gives the Lead Borrower notice of an occurrence described in Section 2.23(a2-19(a), then, until the Administrative Agent notifies the Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or and of each Tranche A Lender to make loans Libor Loans of the type affected by such changed circumstances or to permit the Lead Borrower to select the affected interest rate as otherwise applicable to any Tranche A Revolving Credit Loans shall be suspended. (ii) Any notice which the Lead Borrower had given the Administrative Agent with respect to any Index Libor Loan, the time for action with respect to which has not occurred prior to the Administrative Agent's having given notice pursuant to Section 2.23(b2-19(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may give advise the Lead Borrower notice that: (i) The Administrative that the Agent has made the good faith determination (which determination shall be final and conclusive) on of any date on which of the Index Rate would otherwise be set that adequate following: (i) Adequate and fair means do not exist for ascertaining such rate;the rate for LIBOR Loans. (ii) The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that (A) the continuation of, of or conversion of any Tranche A Revolving Credit Loan to, an Index to a LIBOR Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Tranche A Revolving Credit Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); orApplicable Law. (Biii) The indices on which the interest rates for Index LIBOR Loans are based shall no longer represent the effective cost to the Administrative Agent or any Tranche A Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent gives advises the Lead Borrower notice of an occurrence described in Section 2.23(a), then, until the Administrative Agent notifies the Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or each Tranche A Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Lead Borrower to select the affected interest rate as otherwise applicable to any Tranche A Revolving Credit Loans shall be suspended. (ii) Any notice which the Lead Borrower had given the Administrative Agent with respect to any Index LIBOR Loan, the time for action with respect to which has not occurred prior to the Administrative Agent's having given notice pursuant to Section 2.23(b2.11(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may give advise the Lead Borrower notice that: (i) The Administrative that the Agent has made the good faith determination (which determination shall be final and conclusive) on of any date on which of the Index Rate would otherwise be set that adequate following: (i) Adequate and fair means do not exist for ascertaining such rate;the rate for LIBOR Loans. (ii) The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that (A) the continuation of, of or conversion of any Tranche A Revolving Credit Loan to, an Index to a LIBOR Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Tranche A Revolving Credit Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); orApplicable Law. (Biii) The indices on which the interest rates for Index LIBOR Loans are based shall no longer represent the effective cost to the Administrative Agent or any Tranche A Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent gives advises the Lead Borrower notice of an occurrence described in Section 2.23(a2.21(a), then, until the Administrative Agent notifies the Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or each Tranche A Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Lead Borrower to select the affected interest rate as otherwise applicable to any Tranche A Revolving Credit Loans shall be suspended. (ii) Any notice which the Lead Borrower had given the Administrative Agent with respect to any Index LIBOR Loan, the time for action with respect to which has not occurred prior to the Administrative Agent's ’s having given notice pursuant to Section 2.23(b2.21(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent Lender may give advise the Lead Borrower notice that: (i) The Administrative Agent that the Lender has made the good faith determination (which determination shall be final and conclusive) on of any date on which of the Index Rate would otherwise be set that adequate following: (i) Adequate and fair means do not exist for ascertaining such rate;the rate for LIBOR Loans. (ii) The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that (A) the continuation of, of or conversion of any Tranche A Revolving Credit Loan to, an Index to a LIBOR Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent Lender or any Tranche A Revolving Credit Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); orApplicable Law. (Biii) The indices on which the interest rates for Index LIBOR Loans are based shall no longer represent the effective cost to the Administrative Agent or any Tranche A Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent gives Lender advises the Lead Borrower notice of an occurrence described in Section 2.23(a2.20(a), then, until the Administrative Agent Lender notifies the Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or each Tranche A Lender to make loans of the type affected by such changed circumstances or to permit the Lead Borrower to select the affected interest rate as otherwise applicable to any Tranche A Revolving Credit Loans shall be suspended. (ii) Any notice which the Lead Borrower had given the Administrative Agent Lender with respect to any Index LIBOR Loan, the time for action with respect to which has not occurred prior to the Administrative Agent's Lender’s having given notice pursuant to Section 2.23(b2.20(a), shall be deemed at the option of the Administrative Agent Lender to not having been given.

Changed Circumstances. (a) The Administrative Agent may give the Lead Borrower notice thatof the occurrence of the following: (i) The Administrative Agent has made the shall have determined in good faith determination (which determination shall be final and conclusive) on any date day on which the Index Rate rate for a Eurodollar Loan would otherwise be set that set, that, by reason of changes arising after the date of this Agreement affecting the principal market in Eurodollars in which BankBoston, N.A. participates, adequate and fair means do not exist for ascertaining such rate;rate on the basis provided for in the definition of the "Eurodollar Offer Rate". (ii) The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that: (A) the The continuation of, of or conversion of any Tranche A Revolving Credit Loan to, an Index to a Eurodollar Loan has been made impracticable or unlawful by the occurrence of a contingency that change in law occurring after the date of this Agreement which materially and adversely affects the applicable market or compliance by the Administrative Agent or any Tranche A Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); or. (B) The indices on which the interest rates for Index Eurodollar Loans are based determined shall no longer represent the effective cost to the Administrative Agent or any Tranche A Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent gives the Lead Borrower notice of an occurrence ccurrence described in Section 2.23(a2-18(a), then, until the Administrative Agent notifies the Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or and of each Tranche A Lender to make loans Eurodollar Loans of the type affected by such changed circumstances or to permit the Lead Borrower to select the affected interest rate as otherwise applicable to any Tranche A Revolving Credit Loans shall be suspended. (ii) Any notice which the Lead Borrower had given the Administrative Agent with respect to any Index Eurodollar Loan, the time for action with respect to which has not occurred prior to the Administrative Agent's having given notice pursuant to Section 2.23(b2-18(a), shall be deemed at the option of the Administrative Agent to not having been given.not

Changed Circumstances. (a) The Administrative Agent Lender may give advise the Lead Borrower notice that: (i) The Administrative Agent that the Lender has made the good faith determination (which determination shall be final and conclusive) on of any date on which of the Index Rate would otherwise be set that adequate following: (i) Adequate and fair means do not exist for ascertaining such rate;the rate for Libor Loans. (ii) The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that (A) the continuation of, of or conversion of any Tranche A Revolving Credit Loan to, an Index to a Libor Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent Lender or any Tranche A Revolving Credit Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); orApplicable Law. (Biii) The indices on which the interest rates for Index Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any Tranche A Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent gives Lender advises the Lead Borrower notice of an occurrence described in Section 2.23(a2.21(a), then, until the Administrative Agent Lender notifies the Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or each Tranche A Lender to make loans of the type affected by such changed circumstances Libor Loans or to permit the Lead Borrower to select the affected interest rate Libor Rate as otherwise applicable to any Tranche A Revolving Credit Loans shall be suspended. (ii) Any notice which the Lead Borrower had given the Administrative Agent Lender with respect to any Index Libor Loan, the time for action with respect to which has not occurred prior to the Administrative Agent's Lender’s having given notice pursuant to Section 2.23(b)2.21, shall be deemed at the option of the Administrative Agent Lender to not having been given.

Changed Circumstances. (a) The Administrative Agent Lender may give advise the Lead Borrower notice that: (i) The Administrative Agent that the Lender has made the good faith determination (which determination shall be final and conclusive) on of any date on which of the Index Rate would otherwise be set that adequate following: (i) Adequate and fair means do not exist for ascertaining such rate;the rate for Libor Loans. (ii) The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that (A) the continuation of, or conversion of any Tranche A Revolving Credit Loan to, an Index a Libor Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Tranche A Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); orApplicable Law. (Biii) The indices on which the interest rates for Index Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any Tranche A Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent gives Lender advises the Lead Borrower notice of an occurrence described in Section 2.23(a2.20(a), then, until the Administrative Agent Lender notifies the Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or each Tranche A Lender to make loans of the type affected by such changed circumstances or to permit the Lead Borrower to select the affected interest rate as otherwise applicable to any Tranche A Revolving Credit Loans shall be suspended. (ii) Any notice which the Lead Borrower had given the Administrative Agent Lender with respect to any Index Libor Loan, the time for action with respect to which has not occurred prior to the Administrative Agent's Lender’s having given notice pursuant to Section 2.23(b2.12(a), shall be deemed at the option of the Administrative Agent Lender to not having been given.

Changed Circumstances. (a) The Administrative Agent Lender may give advise the Lead Borrower notice that: (i) The Administrative Agent that the Lender has made the good faith determination (which determination shall be final and conclusive) on of any date on which of the Index Rate would otherwise be set that adequate following: (i) Adequate and fair means do not exist for ascertaining such rate;the rate for Libor Loans. (ii) The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that (A) the continuation of, or conversion of any Tranche A Revolving Credit Loan to, an Index a Libor Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Tranche A Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); orApplicable Law. (Biii) The indices on which the interest rates for Index Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any Tranche A Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent gives Lender advises the Lead Borrower notice of an occurrence described in Section 2.23(a2.20(a), then, until the Administrative Agent Lender notifies the Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or each Tranche A Lender to make loans of the type affected by such changed circumstances or to permit the Lead Borrower to select the affected interest rate as otherwise applicable to any Tranche A Revolving Credit Loans shall be suspended. (ii) Any notice which the Lead Borrower had given the Administrative Agent Lender with respect to any Index Libor Loan, the time for action with respect to which has not occurred prior to the Administrative AgentLender's having given notice pursuant to Section 2.23(b2.12(a), shall be deemed at the option of the Administrative Agent Lender to not having been given.

Changed Circumstances. (a) The Administrative Agent may give advise the Lead Borrower notice that: (i) The Administrative Borrowers that the Agent has made the good faith determination (which determination shall be final and conclusive) on of any date on which of the Index Rate would otherwise be set that adequate following: (i) Adequate and fair means do not exist for ascertaining such rate;the rate for LIBOR Loans. (ii) The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that (A) the continuation of, of or conversion of any Tranche A Loan to, an Index to a LIBOR Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Tranche A Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); orApplicable Law. (Biii) The indices on which the interest rates for Index LIBOR Loans are based shall no longer represent the effective cost to the Administrative Agent or any Tranche A Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent gives advises the Lead Borrower notice Borrowers of an occurrence described in Section 2.23(a2.21(a), then, until the Administrative Agent notifies the Lead Borrower Borrowers that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or each Tranche A Revolving Credit Lender or Term Loan Lender, as applicable to make loans of the type affected by such changed circumstances or to permit the Lead Borrower Borrowers to select the affected interest rate as otherwise applicable to any Tranche A Revolving Credit Loans or all or any portion of the Term Loan shall be suspended. (ii) Any notice which the Lead Borrower had given the Administrative Agent with respect to any Index LIBOR Loan, the time for action with respect to which has not occurred prior to the Administrative Agent's ’s having given notice pursuant to Section 2.23(b2.21(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may give advise the Lead Borrower notice that: (i) The Administrative that the Agent has made the good faith determination (which determination shall be final and conclusive) on of any date on which of the Index Rate would otherwise be set that adequate following: (i) Adequate and fair means do not exist for ascertaining such rate;the rate for Libor Loans. (ii) The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that (A) the continuation of, of or conversion of any Tranche A Revolving Credit Loan to, an Index to a Libor Loan has been made impracticable impossible or unlawful by the occurrence after the date of this Agreement of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Tranche A Revolving Credit Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); orApplicable Law. (Biii) The indices on which the interest rates for Index Libor Loans are based shall no longer fairly and adequately represent the effective cost to the Administrative Agent or any Tranche A Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent gives advises the Lead Borrower notice of an occurrence described in Section 2.23(a), then, until the Administrative Agent notifies the Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or each Tranche A Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Lead Borrower to select the affected interest rate as otherwise applicable to any Tranche A Revolving Credit Loans shall be suspended. (ii) . Any notice which the Lead Borrower had given the Administrative Agent with respect to any Index Libor Loan, the time for action with respect to which has not occurred prior to the Administrative Agent's having given notice pursuant to Section 2.23(b)above, shall be deemed at the option of the Administrative Agent to not having been givenbe given for a Base Margin Loan.