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or not having the force of law); or (B) The indices on which the interest rates for Index Loans are based shall no longer represent the effective cost to the Administrative Agent or any Tranche A Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly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 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 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 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 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: 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 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 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 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 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 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 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 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.

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, 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, 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 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: (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 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 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 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, 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.