Common use of Changed Circumstances Clause in Contracts

Changed Circumstances. (a) The Administrative Agent may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor Loans. (ii) The continuation of or conversion of any Loan 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 Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it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 advises the Borrowers’ Representative of an occurrence described in Section 2.23(a), then, until the Administrative Agent notifies the Borrowers’ Representative that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative to select the affected interest rate as otherwise applicable to any Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative had given the Administrative Agent with respect to any 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(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may advise give the Borrowers’ Representative Lead Borrower notice that: (in reasonable detail as to the facts and circumstances thereofi) that the The Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of on any of date on which the following: (i) Adequate Index Rate would otherwise be set that adequate and fair means do not exist for ascertaining the rate for Libor Loans.such rate; (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 a Libor 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 the compliance by the Administrative Agent or any Tranche A Lender in good faith with any Applicable Law.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 (iiiB) The indices on which the interest rates for Libor Index Loans are based shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit 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 advises gives the Borrowers’ Representative Lead Borrower notice of an occurrence described in Section 2.23(a), then, until the Administrative Agent notifies the Borrowers’ Representative 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 Borrowers’ Representative Lead Borrower to select the affected interest rate as otherwise applicable to any Tranche A Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Lead Borrower had given the Administrative Agent with respect to any Libor Index 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(a2.23(b), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Borrower that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor Loans. (ii) The continuation of or conversion of any Revolving Credit Loan 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 Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor Loans are based shall no longer fairly and adequately represent the effective cost to the Administrative Agent or any 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 advises the Borrowers’ Representative Borrower of an occurrence described in Section 2.23(a2-21(a), then, until the Administrative Agent notifies the Borrowers’ Representative Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Borrower had given the Administrative Agent with respect to any 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(a)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 may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor Loans. (ii) The continuation of or conversion of any Revolving Credit Loan 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 Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any 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 advises the Borrowers’ Representative of an occurrence described in Section 2.23(a2.21(a), then, until the Administrative Agent notifies the Borrowers’ Representative that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative had given the Administrative Agent with respect to any 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(a2.21(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Borrower that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor LIBOR Loans. (ii) The continuation of or conversion of any Loan to a Libor 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 Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor LIBOR Loans are based shall no longer represent the effective cost to the Administrative Agent or any 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 advises the Borrowers’ Representative Borrower of an occurrence described in Section 2.23(a2.21(a), then, until the Administrative Agent notifies the Borrowers’ Representative Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Revolving Credit Lender or Term Loan Lender, as applicable to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans or all or any portion of the Term Loan shall be suspended. (ii) Any notice which the Borrowers’ Representative Borrower had given the Administrative Agent with respect to any Libor 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(a2.21(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Lead Borrower that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor Eurodollar Loans.; (ii) The continuation of or conversion of any Loan to a Libor 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 Lender in good faith with any Applicable Law.; or (iii) The indices on which the interest rates for Libor Eurodollar Loans are based shall no longer represent the effective cost to the Administrative Agent or any 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 advises the Borrowers’ Representative Lead Borrower of an occurrence described in Section 2.23(a2.21(a), then, until the Administrative Agent notifies the Borrowers’ Representative Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The the obligation of the Administrative Agent or each Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Lead Borrower to select the affected interest rate as otherwise applicable to any Loans shall be suspended.; and (ii) Any any notice which the Borrowers’ Representative Lead Borrower had given the Administrative Agent with respect to any Libor Eurodollar 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(a2.21(a), shall be deemed at the option of the Administrative Agent to not having have been given.

Changed Circumstances. (a) The Administrative Agent may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Borrower that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor LIBOR Loans. (ii) The continuation of or conversion of any Revolving Credit Loan to a Libor 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 Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor LIBOR Loans are based shall no longer represent the effective cost to the Administrative Agent or any 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 advises the Borrowers’ Representative Borrower of an occurrence described in Section 2.23(a2.21(a), then, until the Administrative Agent notifies the Borrowers’ Representative Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Borrower had given the Administrative Agent with respect to any Libor 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(a2.21(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Lead Borrower that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor Eurodollar Loans. (ii) The continuation of or conversion of any Revolving Credit Loan to a Libor 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 Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor Eurodollar Loans are based shall no longer represent the effective cost to the Administrative Agent or any 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 advises the Borrowers’ Representative Lead Borrower of an occurrence described in Section 2.23(a2.21(a), then, until the Administrative Agent notifies the Borrowers’ Representative Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or each Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Lead Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Lead Borrower had given the Administrative Agent with respect to any Libor Eurodollar 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(a2.21(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent Lender may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Borrower that the Administrative Agent Lender has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor Loans. (ii) The continuation of of, or conversion of any Revolving Credit Loan to 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 Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any 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 Lender advises the Borrowers’ Representative Borrower of an occurrence described in Section 2.23(a2.20(a), then, until the Administrative Agent Lender notifies the Borrowers’ Representative Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Borrower had given the Administrative Agent Lender with respect to any 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(a2.12(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 advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Lead Borrower that the Administrative Agent Lender has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor LIBOR Loans. (ii) The continuation of or conversion of any Revolving Credit Loan to a Libor 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 Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor LIBOR Loans are based shall no longer represent the effective cost to the Administrative Agent or any 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 Lender advises the Borrowers’ Representative Lead Borrower of an occurrence described in Section 2.23(a2.20(a), then, until the Administrative Agent Lender notifies the Borrowers’ Representative Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Lead Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Lead Borrower had given the Administrative Agent Lender with respect to any Libor 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(a2.20(a), shall be deemed at the option of the Administrative Agent Lender to not having been given.

Changed Circumstances. (a) The Administrative Agent may advise give the Borrowers’ Representative (in reasonable detail as to Lead Borrower notice of the facts and circumstances thereof) that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, shall be final and conclusive) of any occurrence of the following: (i) Adequate The Agent shall have determined in good faith (which determination shall be final and conclusive) on any day on which the rate for a Eurodollar Loan would otherwise be 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 on the rate basis provided for Libor Loansin the definition of the "Eurodollar Offer Rate". (ii) The Agent shall have determined in good faith (which determination shall be final and conclusive) that: (A) The continuation of or conversion of any Revolving Credit Loan to a Libor 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 the compliance by the Administrative Agent or any Lender in good faith with any Applicable Lawapplicable 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). (iiiB) The indices on which the interest rates for Libor Eurodollar Loans are based determined shall no longer represent the effective cost to the Administrative Agent or any 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 advises gives the Borrowers’ Representative Lead Borrower notice of an occurrence ccurrence described in Section 2.23(a2-18(a), then, until the Administrative Agent notifies the Borrowers’ Representative Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or and of each Lender to make loans Eurodollar Loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Lead Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Lead Borrower had given the Administrative Agent with respect to any Libor Eurodollar 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(a2-18(a), shall be deemed at the option of the Administrative Agent to not having been given.not

Changed Circumstances. (a) The Administrative Agent may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Lead Borrower that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor Eurodollar Loans. (ii) The continuation of or conversion of any Revolving Credit Loan to a Libor 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 Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor Eurodollar Loans are based shall no longer represent the effective cost to the Administrative Agent or any 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 advises the Borrowers’ Representative Lead Borrower of an occurrence described in Section 2.23(a), then, until the Administrative Agent notifies the Borrowers’ Representative Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Lead Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Lead Borrower had given the Administrative Agent with respect to any Libor Eurodollar 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(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent Lender may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Borrower that the Administrative Agent Lender has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor Loans. (ii) The continuation of of, or conversion of any Revolving Credit Loan to 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 Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any 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 Lender advises the Borrowers’ Representative Borrower of an occurrence described in Section 2.23(a2.20(a), then, until the Administrative Agent Lender notifies the Borrowers’ Representative Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Borrower had given the Administrative Agent Lender with respect to any 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(a2.12(a), shall be deemed at the option of the Administrative Agent Lender to not having been given.

Changed Circumstances. (a) The Administrative Agent may advise give the Borrowers’ Representative (in reasonable detail as to Lead Borrower notice of the facts and circumstances thereof) that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, shall be final and conclusive) of any occurrence of the following: (i) Adequate The Agent shall have determined in good faith on any day on which the rate for a LIBOR Loan would otherwise be 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 on the rate basis provided for Libor Loansin the definition of LIBOR Offer Rate. (ii) The Agent shall have determined in good faith that: (A) The continuation of or conversion of any Revolving Credit Loan to a Libor 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 the compliance by the Administrative Agent or any Lender in good faith with any Applicable Lawapplicable 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). (iiiB) The indices on which the interest rates for Libor LIBOR Loans are based determined shall no longer represent the effective cost to the Administrative Agent or any 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 advises gives the Borrowers’ Representative Lead Borrower notice of an occurrence described in Section 2.23(a2-20(a), then, until the Administrative Agent notifies the Borrowers’ Representative Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or and of each Lender to make loans LIBOR Loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Lead Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Lead Borrower had given the Administrative Agent with respect to any Libor 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(a2-20(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 advise give the Borrowers’ Representative (in reasonable detail as to Lead Borrower notice of the facts and circumstances thereof) that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, shall be final and conclusive) of any occurrence of the following: (i). The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) Adequate on any day on which the rate for a Libor Loan would otherwise be set, that adequate and fair means do not exist for ascertaining the rate for Libor Loanssuch 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 Revolving Credit Loan 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 Working Capital Lender in good faith with any Applicable Lawapplicable 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). (iiiB) The indices on which the interest rates for Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit 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 advises gives the Borrowers’ Representative Lead Borrower notice of an occurrence described in Section 2.23(a2-20(a), then, until the Administrative Agent notifies the Borrowers’ Representative Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or and of each Working Capital Lender to make loans Libor Loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Lead Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Lead Borrower had given the Administrative Agent with respect to any 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(a2-20(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent Lender may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Lead Borrower that the Administrative Agent Lender has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor LIBOR Loans. (ii) The continuation of of, or conversion of any Revolving Credit Loan to to, a Libor 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 Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor LIBOR Loans are based shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit 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 Lender advises the Borrowers’ Representative Lead Borrower of an occurrence described in Section 2.23(a(a), then, until the Administrative Agent Lender notifies the Borrowers’ Representative 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 Agent or each Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Lead Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Lead Borrower had given the Administrative Agent Lender with respect to any Libor 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(a(a), shall be deemed at the option of the Administrative Agent Lender to not having been given.

Changed Circumstances. (a) The Administrative Agent may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Borrower that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor Loans. (ii) The continuation of or conversion of any Revolving Credit Loan 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 Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor Loans are based shall no longer fairly and adequately represent the effective cost to the Administrative Agent or any 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 advises the Borrowers’ Representative Borrower of an occurrence described in Section 2.23(a), then, until the Administrative Agent notifies the Borrowers’ Representative Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) . Any notice which the Borrowers’ Representative Borrower had given the Administrative Agent with respect to any 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(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 may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Borrower that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor LIBOR Loans. (ii) The continuation of or conversion of any Revolving Credit Loan to a Libor 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 Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor LIBOR Loans are based shall no longer represent the effective cost to the Administrative Agent or any 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 advises the Borrowers’ Representative Borrower of an occurrence described in Section 2.23(a2.20(a), then, until the Administrative Agent notifies the Borrowers’ Representative Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or each Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Borrower had given the Administrative Agent with respect to any Libor 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(a2.20(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Lead Borrower that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor Loans. (ii) The continuation of or conversion of any Revolving Credit Loan 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 Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any 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 advises the Borrowers’ Representative Lead Borrower of an occurrence described in Section 2.23(a2-18(a), then, until the Administrative Agent notifies the Borrowers’ Representative Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or each Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Lead Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Lead Borrower had given the Administrative Agent with respect to any 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(a2-18(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may advise give the Borrowers’ Representative (in reasonable detail as to Borrower notice of the facts and circumstances thereof) that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, shall be final and conclusive) of any occurrence of the following: (i) Adequate The Agent shall have determined in good faith (which determination shall be final and conclusive) on any day on which the rate for a Libor Loan would otherwise be set, that adequate and fair means do not exist for ascertaining the rate for Libor Loanssuch rate. (ii) The Agent shall have determined in good faith (which determination shall be final and conclusive) that: (A) The continuation of or conversion of any Revolving Credit Loan 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 Lender in good faith with any Applicable Lawapplicable 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). (iiiB) The indices on which the interest rates for Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any 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 advises gives the Borrowers’ Representative Borrower notice of an occurrence described in Section 2.23(a2-19(a), then, until the Administrative Agent notifies the Borrowers’ Representative Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or and of each Lender to make loans Libor Loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Borrower had given the Administrative Agent with respect to any 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(a2-19(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Lead Borrower that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor LIBOR Loans. (ii) The continuation of or conversion of any Revolving Credit Loan to a Libor 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 Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor LIBOR Loans are based shall no longer represent the effective cost to the Administrative Agent or any 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 advises the Borrowers’ Representative Lead Borrower of an occurrence described in Section 2.23(a), then, until the Administrative Agent notifies the Borrowers’ Representative Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Lead Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Lead Borrower had given the Administrative Agent with respect to any Libor 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(a2.11(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent Lender may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Borrower that the Administrative Agent Lender has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor Loans. (ii) The continuation of or conversion of any Revolving Credit Loan 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 Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any 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 Lender advises the Borrowers’ Representative Borrower of an occurrence described in Section 2.23(a2:2-21(a), then, until the Administrative Agent Lender notifies the Borrowers’ Representative Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Lender to make loans of the type affected by such changed circumstances Libor Loans or to permit the Borrowers’ Representative Borrower to select the affected interest rate Libor Rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Borrower had given the Administrative Agent Lender with respect to any 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(a)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 advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Borrower that the Administrative Agent Lender has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor Loans. (ii) The continuation of or conversion of any Revolving Credit Loan 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 Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any 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 Lender advises the Borrowers’ Representative Borrower of an occurrence described in Section 2.23(a2-19(a), then, until the Administrative Agent Lender notifies the Borrowers’ Representative Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Borrower had given the Administrative Agent Lender with respect to any 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(a2-19(a), shall be deemed at the option of the Administrative Agent Lender to not having been given.

Changed Circumstances. (a) The Administrative Agent may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Lead Borrower that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor Eurodollar Loans. (ii) The continuation of or conversion of any Revolving Credit Loan to a Libor 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 Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor Eurodollar Loans are based shall no longer represent the effective cost to the Administrative Agent or any 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 advises the Borrowers’ Representative Lead Borrower of an occurrence described in Section 2.23(a2-20(a), then, until the Administrative Agent notifies the Borrowers’ Representative Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or each Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Lead Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Lead Borrower had given the Administrative Agent with respect to any Libor Eurodollar 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(a2-20(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Lead Borrower that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor Loans. (ii) The continuation of or conversion of any Revolving Credit Loan 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 Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any 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 advises the Borrowers’ Representative Lead Borrower of an occurrence described in Section 2.23(a), then, until the Administrative Agent notifies the Borrowers’ Representative Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Lead Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Lead Borrower had given the Administrative Agent with respect to any 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(a2.11(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Lead Borrower that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor Eurodollar Loans. (ii) The continuation of or conversion of any Revolving Credit Loan to a Libor 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 Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor Eurodollar Loans are based shall no longer represent the effective cost to the Administrative Agent or any 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 advises the Borrowers’ Representative Lead Borrower of an occurrence described in Section 2.23(a2.22(a), then, until the Administrative Agent notifies the Borrowers’ Representative Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Lead Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Lead Borrower had given the Administrative Agent with respect to any Libor Eurodollar 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(a2.22(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent Lender may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Borrower that the Administrative Agent Lender has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor Loans. (ii) The continuation of or conversion of any Revolving Credit Loan 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 Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any 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 Lender advises the Borrowers’ Representative Borrower of an occurrence described in Section 2.23(a2.21(a), then, until the Administrative Agent Lender notifies the Borrowers’ Representative Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Lender to make loans of the type affected by such changed circumstances Libor Loans or to permit the Borrowers’ Representative Borrower to select the affected interest rate Libor Rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Borrower had given the Administrative Agent Lender with respect to any 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(a)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 advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Company that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor Eurodollar Loans. (ii) The continuation of or conversion of any Revolving Credit Loan to a Libor 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 Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor Eurodollar Loans are based shall no longer represent the effective cost to the Administrative Agent or any 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 advises the Borrowers’ Representative Company of an occurrence described in Section 2.23(a2.21(a), then, until the Administrative Agent notifies the Borrowers’ Representative Company that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Borrowers to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Borrowers had given the Administrative Agent with respect to any Libor Eurodollar 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(a2.21(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent Lender may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Borrower that the Administrative Agent Lender has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor Loans. (ii) The continuation of or conversion of any Revolving Credit Loan 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 Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any 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 Lender advises the Borrowers’ Representative Borrower of an occurrence described in Section 2.23(a2.20(a), then, until the Administrative Agent Lender notifies the Borrowers’ Representative Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent Lender or each the Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Borrower had given the Administrative Agent Lender with respect to any 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(a2.11(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 advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Borrower that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor LIBOR Loans. (ii) The continuation of or conversion of any Revolving Credit Loan to a Libor 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 Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor LIBOR Loans are based shall no longer represent the effective cost to the Administrative Agent or any 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 advises the Borrowers’ Representative Borrower of an occurrence described in Section 2.23(a2.21(a), then, until the Administrative Agent notifies the Borrowers’ Representative Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Borrower had given the Administrative Agent with respect to any Libor 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(a2.21(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor LoansLoans . (ii) The continuation of or conversion of any Revolving Credit Loan 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 Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any 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 advises the Borrowers’ Representative of an occurrence described in Section 2.23(a2.21(a), then, until the Administrative Agent notifies the Borrowers’ Representative that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative had given the Administrative Agent with respect to any 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(a2.21(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Borrowers that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor LIBOR Loans. (ii) The continuation of or conversion of any Loan to a Libor 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 Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor LIBOR Loans are based shall no longer represent the effective cost to the Administrative Agent or any 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 advises the Borrowers’ Representative Borrowers of an occurrence described in Section 2.23(a2.21(a), then, until the Administrative Agent notifies the Borrowers’ Representative Borrowers that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Revolving Credit Lender or Term Loan Lender, as applicable to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Borrowers to select the affected interest rate as otherwise applicable to any Revolving Credit Loans or all or any portion of the Term Loan shall be suspended. (ii) Any notice which the Borrowers’ Representative Lead Borrower had given the Administrative Agent with respect to any Libor 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(a2.21(a), shall be deemed at the option of the Administrative Agent to not having been given.