Common use of Inability to Determine Rate Clause in Contracts

Inability to Determine Rate. (a) Solely with respect to any Existing Term Loans and notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Required Lenders reasonably determine that for any reason in connection with any request for a LIBOR Loan other than the Term Loan P or a continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and interest period of such LIBOR Loan, (b) adequate and reasonable means do not exist for determining LIBOR for any requested interest period with respect to a proposed LIBOR Loan, or (c) LIBOR for any requested interest period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Administrative Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Loans (other than the Term Loan P) shall be suspended and, notwithstanding anything in this Agreement to the contrary, (i) all unfunded LIBOR Loans (other than the Term Loan P) shall be funded instead as Base Rate Loans, (ii) all then Existing LIBOR Loans shall be automatically converted to Base Rate Loans on the next Interest Payment Date and (iii) all such Loans shall remain Base Rate Loans until the Interest Payment Date following the date the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice, at which time all such Base Rate Loans shall automatically be converted back to LIBOR Loans. (b) Solely with respect to the Existing Term Loans and notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrowers or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrowers) that the Borrowers or Required Lenders have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested interest period, including, without limitation, because the applicable LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the ICE Benchmark Administration or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Loans (other than the Term Loan P) shall be suspended, (to the extent of the affected Existing LIBOR Loans or interest periods). Upon receipt of such notice, the Borrower may revoke any pending request for a conversion to or continuation of LIBOR Loans (other than the Term Loan P and to the extent of the affected Existing LIBOR Loans or interest periods) or, failing that, will be deemed to have converted such request into a request for a conversion to Base Rate Loans or continuation of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement (other than with respect to the Term Loan I, Term Loan K, Term Loan L, Term Loan M, Term Loan N and/or Term Loan O for so long as there is a corresponding Swap Contract in place relating to such Term Loan I, Term Loan K, Term Loan L, Term Loan M, Term Loan N, and/or Term Loan O, as applicable, that does not have a floor of zero). For the avoidance of doubt, this Section 3.03(b) shall apply solely to the Existing Term Loans and shall not apply to the Term Loan P. (c) Solely with respect to the Term Loan P and notwithstanding anything to the contrary herein or in any other Loan Document:

Inability to Determine Rate. (a) Solely with respect to any Existing Term Loans and notwithstanding anything to In the contrary in this Agreement or any other Loan Documents, if the Required Lenders reasonably determine event that for any reason in connection with any request for a LIBOR Loan other than the Term Loan P or a continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and interest period of such LIBOR Loan, (b) adequate and reasonable means do not exist for determining LIBOR for any requested interest period with respect to a proposed LIBOR Loan, or (c) LIBOR for any requested interest period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Administrative Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Loans (other than the Term Loan P) shall be suspended and, notwithstanding anything in this Agreement to the contrary, (i) all unfunded LIBOR Loans (other than the Term Loan P) shall be funded instead as Base Rate Loans, (ii) all then Existing LIBOR Loans shall be automatically converted to Base Rate Loans on the next Interest Payment Date and (iii) all such Loans shall remain Base Rate Loans until the Interest Payment Date following the date the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice, at which time all such Base Rate Loans shall automatically be converted back to LIBOR Loans. (b) Solely with respect to the Existing Term Loans and notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error) that, prior to the commencement of any Interest Period for any LIBO Rate Advance, EURIBO Rate Advance, CDO Rate Advance or Floating Rate Advance, the LIBO Rate, the EURIBO Rate or the CDO Rate cannot be determined for such Interest Period by the method described in Section 2.08(a), or the Borrowers or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrowers) that the Borrowers or Required Lenders have determined, thatthen: (i) adequate the Administrative Agent shall forthwith notify the Parent Borrower and reasonable means do the Lenders that the interest rate cannot exist be determined for ascertaining LIBOR for any requested interest periodsuch LIBO Rate Advance, includingEURIBO Rate Advance, without limitationCDO Rate Advance or Floating Rate Bid Advance, because as the applicable LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; orcase may be; (ii) with respect to each Advance bearing interest at the ICE Benchmark Administration LIBO Rate that is denominated in US Dollars and made to the Parent Borrower or a Governmental Authority having jurisdiction over Borrower that is a Domestic Subsidiary, such Advance will, on the Administrative Agent has made last day of the then existing Interest Period therefor, be prepaid by the applicable Borrower or be automatically Converted into a public statement identifying a specific date after which LIBOR shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), orBase Rate Advance; (iii) syndicated loans currently being executedwith respect to each Advance bearing interest at the CDO Rate, such Advance will, on the last day of the then existing Interest Period therefor, be prepaid by the applicable Borrower or be automatically Converted into a Canadian Prime Rate Advance; (iv) with respect to each Advance bearing interest at the LIBO Rate that include language similar is denominated in US Dollars (if made to a Borrower other than the Parent Borrower or a Domestic Subsidiary) or in Sterling and each EURIBO Rate Advance, such Advance will, on the last day of the then existing Interest Period therefor, be prepaid by the applicable Borrower; and (v) the obligation of the applicable Lenders to make LIBO Rate Advances, EURIBO Rate Advances, CDO Rate Advances or the applicable Floating Rate Bid Advances, to Convert Base Rate Advances into LIBO Rate Advances or to Convert Canadian Prime Rate Advances into CDO Rate Advances, as the case may be, shall be suspended until the Administrative Agent shall notify the Parent Borrower and the applicable Lenders that contained in this Section, are being executed or amended (as applicable) the circumstances causing such suspension no longer exist. The Administrative Agent shall give prompt notice to incorporate or adopt a new benchmark the Parent Borrower and the applicable Lenders of the applicable interest rate to replace LIBOR, then, reasonably promptly after such determination determined by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Loans (other than the Term Loan P) shall be suspended, (to the extent of the affected Existing LIBOR Loans or interest periods). Upon receipt of such notice, the Borrower may revoke any pending request for a conversion to or continuation of LIBOR Loans (other than the Term Loan P and to the extent of the affected Existing LIBOR Loans or interest periods) or, failing that, will be deemed to have converted such request into a request for a conversion to Base Rate Loans or continuation of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement (other than with respect to the Term Loan ISection 2.04(a)(i), Term Loan K2.04(a)(ii), Term Loan L2.04(a)(iii), Term Loan M, Term Loan N and/or Term Loan O for so long as there is a corresponding Swap Contract in place relating to such Term Loan I, Term Loan K, Term Loan L, Term Loan M, Term Loan N, and/or Term Loan O, as applicable, that does not have a floor of zero2.04(a)(iv) or 2.04(a)(v). For the avoidance of doubt, this Section 3.03(b) shall apply solely to the Existing Term Loans and shall not apply to the Term Loan P. (c) Solely with respect to the Term Loan P and notwithstanding anything to the contrary herein or in any other Loan Document:.

Inability to Determine Rate. (a) Solely with respect to any Existing Term Loans and notwithstanding anything to In the contrary in this Agreement or any other Loan Documents, if the Required Lenders reasonably determine event that for any reason in connection with any request for a LIBOR Loan other than the Term Loan P or a continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and interest period of such LIBOR Loan, (b) adequate and reasonable means do not exist for determining LIBOR for any requested interest period with respect to a proposed LIBOR Loan, or (c) LIBOR for any requested interest period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Administrative Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Loans (other than the Term Loan P) shall be suspended and, notwithstanding anything in this Agreement to the contrary, (i) all unfunded LIBOR Loans (other than the Term Loan P) shall be funded instead as Base Rate Loans, (ii) all then Existing LIBOR Loans shall be automatically converted to Base Rate Loans on the next Interest Payment Date and (iii) all such Loans shall remain Base Rate Loans until the Interest Payment Date following the date the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice, at which time all such Base Rate Loans shall automatically be converted back to LIBOR Loans. (b) Solely with respect to the Existing Term Loans and notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error)) that, (x) prior to the commencement of any Interest Period for any LIBO Rate Advance, EURIBO Rate Advance, CDO Rate Advance or Floating Rate Advance, the LIBO Rate, the EURIBO Rate or the Borrowers CDO Rate, as the case may be, cannot be determined for such Interest Period or Required Lenders notify the Administrative Agent (with, y) in the case of any Swingline Advance, the Required LendersEuro Overnight Rate cannot be determined at any time, a copy to in each case, by the Borrowers) that the Borrowers or Required Lenders have determinedmethod described in Section 2.08(a), thatthen: (i) adequate the Administrative Agent shall forthwith notify the Parent Borrower and reasonable means do the Lenders that the interest rate cannot exist be determined for ascertaining LIBOR for any requested interest periodsuch LIBO Rate Advance, includingEURIBO Rate Advance, without limitationCDO Rate Advance or, because Floating Rate Bid Advance or Euro Overnight Rate Advance, as the applicable LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; orcase may be; (ii) with respect to each Advance bearing interest at the ICE Benchmark Administration LIBO Rate that is denominated in US Dollars and made to the Parent Borrower or a Governmental Authority having jurisdiction over Borrower that is a Domestic Subsidiary, such Advance will, on the Administrative Agent has made last day of the then existing Interest Period therefor, be prepaid by the applicable Borrower or be automatically Converted into a public statement identifying a specific date after which LIBOR shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), orBase Rate Advance; (iii) syndicated loans currently being executedwith respect to each Advance bearing interest at the CDO Rate, or that include language similar to that contained in this Sectionsuch Advance will, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBORon the last day of the then existing Interest Period therefor, then, reasonably promptly after such determination be prepaid by the Administrative Agent applicable Borrower or receipt be automatically Converted into a Canadian Prime Rate Advance; (iv) with respect to each Advance bearing interest at the LIBO Rate that is denominated in US Dollars (if made to a Borrower other than the Parent Borrower or a Domestic Subsidiary) or in Sterling and each EURIBO Rate Advance, such Advance will, on the last day of the then existing Interest Period therefor, be prepaid by the Administrative Agent of applicable Borrower; and (v) with respect to each Swingline Advance, such noticeAdvance will, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth first Business Day after following the Administrative Agent shall have posted such proposed amendment date of the notice referred to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. If no LIBOR Successor Rate has been determined and the circumstances under in clause (i) above exist or above, be prepaid by the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Loans (other than the Term Loan P) shall be suspended, (to the extent of the affected Existing LIBOR Loans or interest periods). Upon receipt of such notice, the Borrower may revoke any pending request for a conversion to or continuation of LIBOR Loans (other than the Term Loan P and to the extent of the affected Existing LIBOR Loans or interest periods) or, failing that, will be deemed to have converted such request into a request for a conversion to Base Rate Loans or continuation of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement (other than with respect to the Term Loan I, Term Loan K, Term Loan L, Term Loan M, Term Loan N and/or Term Loan O for so long as there is a corresponding Swap Contract in place relating to such Term Loan I, Term Loan K, Term Loan L, Term Loan M, Term Loan N, and/or Term Loan O, as applicable, that does not have a floor of zero). For the avoidance of doubt, this Section 3.03(b) shall apply solely to the Existing Term Loans and shall not apply to the Term Loan P. (c) Solely with respect to the Term Loan P and notwithstanding anything to the contrary herein or in any other Loan Document:applicable Borrower; and

Inability to Determine Rate. (aA) Solely with respect If, in the reasonable opinion of the holder (or holders) of at least fifty-one percent (51%) in principal amount of the Series L Notes (exclusive of Notes then owned by the Company, any Subsidiary or any Affiliate), the market for United States dollar deposits in London ceases to any Existing Term Loans function, or it becomes impossible, impractical or illegal to readily, currently and notwithstanding anything accurately determine the applicable Series L Rate, or the applicable Series L Rate no longer currently and accurately reflects the market level of interest rates for obligations of a similar nature, term and amount, then such holder (or holders) shall forthwith give notice thereof to the contrary Company and the Reference Institution. Such holder (or holders) shall select a substitute interest rate and applicable margin intended to match, as closely as reasonably possible, the general level of the Series L Rate, subject to the Company’s agreement, which shall not be unreasonably withheld. During the first Series L Interest Period in this Agreement or any other Loan Documentswhich such substitute rates have not been agreed upon, if the Required Lenders reasonably determine that for any reason Series L Notes held by such holder shall bear interest at the Alternate Interest Rate, determined by the Reference Institution as of the Series L Rate Determination Date in connection with any request for a LIBOR Loan other than the Term Loan P or a continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and interest period respect of such LIBOR Loan, (b) adequate and reasonable means do not exist for determining LIBOR for any requested interest period with respect to a proposed LIBOR Loan, or (c) LIBOR for any requested interest period with respect to a proposed LIBOR Loan does not adequately and fairly reflect Series L Interest Period upon the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Administrative Borrower and each Lender. Thereafter, the obligation written request of the Lenders to make Company or maintain LIBOR Loans (other than the Term Loan P) shall be suspended and, notwithstanding anything in this Agreement to the contrary, (i) all unfunded LIBOR Loans (other than the Term Loan P) shall be funded instead as Base Rate Loans, (ii) all then Existing LIBOR Loans shall be automatically converted to Base Rate Loans on the next Interest Payment Date and (iii) all such Loans shall remain Base Rate Loans until the Interest Payment Date following the date the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice, at which time all such Base Rate Loans shall automatically be converted back to LIBOR Loansholder. (bB) Solely with respect If, prior to the Existing Term Loans Series L Rate Determination Date occurring during such first Series L Interest Period, a substituted interest rate shall have been agreed upon, and notwithstanding anything the Reference Institution shall have been notified (by the holder (or holders) of such Series L Notes or the Company) in writing of such substituted interest rate, then such substituted interest rate shall be retroactive to and effective from the first day of such Series L Interest Period and shall replace the Alternate Interest Rate. In such event, each reference herein and in the Series L Notes to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination “Series L Rate” shall be conclusive absent manifest errordeemed thereafter to be a reference as of such Series L Rate Determination Date to such substituted interest rate and, subject to Section 4.1(g)(iv), or such substituted interest rate shall thereafter be determined by the Borrowers or Required Lenders notify Reference Institution in accordance with the Administrative Agent terms hereof. (withC) If a substituted interest rate shall not have been agreed upon, in the case of the Required Lenders, a copy to the Borrowers) that the Borrowers or Required Lenders have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested interest period, including, without limitation, because the applicable LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the ICE Benchmark Administration or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unlesswriting, prior to such timeSeries L Rate Determination Date, Lenders comprising then the Required Lenders have Alternate Interest Rate as of such Series L Rate Determination Date shall be substituted for the Series L Rate. In such event, each reference herein and in the Series L Notes to the “Series L Rate” shall be deemed a reference to the Alternate Interest Rate. (D) Each determination of the Alternate Interest Rate or such other substituted interest rate by the Reference Institution, pursuant to the provisions of this Agreement and any such agreement between the holders of Series L Notes and the Company, shall be conclusive and binding on such holders and the Company, in the absence of manifest error. In the case of manifest error, any holder of Series L Notes or the Company may object to such quoted Alternate Interest Rate by written notice delivered to the Administrative Agent written Company or each holder of Series L Notes, as the case may be, detailing the reasons for such objection. Upon delivery of any such notice that such Required Lenders do not accept such amendment. If no LIBOR Successor Rate has been determined of objection the holders of the Series J Notes and the circumstances under clause (i) above exist or Company shall cooperate to promptly determine the Scheduled Unavailability Date has occurred (as applicable), correct Alternate Interest Rate and such correct Alternate Interest Rate shall be the Administrative Agent will promptly so notify the Borrower and each Lenderapplicable Alternate Interest Rate for such Series L Interest Period. Thereafter, the obligation Each of the Lenders to holders of the Series L Notes and the Company shall make or maintain LIBOR Loans (other than the Term Loan P) shall be suspended, (required adjustments to the extent amount of interest payable on the first day of the affected Existing LIBOR Loans or interest periods). Upon receipt next succeeding Series L Interest Period as are necessary to reflect the application of such notice, the Borrower may revoke any pending request correct Alternate Interest Rate for a conversion to or continuation of LIBOR Loans (other than the Term Loan P and to the extent of the affected Existing LIBOR Loans or interest periods) or, failing that, will be deemed to have converted such request into a request for a conversion to Base Rate Loans or continuation of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement (other than with respect to the Term Loan I, Term Loan K, Term Loan L, Term Loan M, Term Loan N and/or Term Loan O for so long as there is a corresponding Swap Contract in place relating to such Term Loan I, Term Loan K, Term Loan L, Term Loan M, Term Loan N, and/or Term Loan O, as applicable, that does not have a floor of zero). For the avoidance of doubt, this Section 3.03(b) shall apply solely to the Existing Term Loans and shall not apply to the Term Loan P. (c) Solely with respect to the Term Loan P and notwithstanding anything to the contrary herein or in any other Loan Document:Series L Interest Period.

Inability to Determine Rate. (aA) Solely with respect If, in the reasonable opinion of the holder (or holders) of at least fifty-one percent (51%) in principal amount of the Series L Notes (exclusive of Notes then owned by the Company, any Subsidiary or any Affiliate), the market for United States dollar deposits in London ceases to any Existing Term Loans function, or it becomes impossible, impractical or illegal to readily, currently and notwithstanding anything accurately determine the applicable Series L Rate, or the applicable Series L Rate no longer currently and accurately reflects the market level of interest rates for obligations of a similar nature, term and amount, then such holder (or holders) shall forthwith give notice thereof to the contrary Company and the Reference Institution. Such holder (or holders) shall select a substitute interest rate and applicable margin intended to match, as closely as reasonably possible, the general level of the Series L Rate, subject to the Company's agreement, which shall not be unreasonably withheld. During the first Series L Interest Period in this Agreement or any other Loan Documentswhich such substitute rates have not been agreed upon, if the Required Lenders reasonably determine that for any reason Series L Notes held by such holder shall bear interest at the Alternate Interest Rate, determined by the Reference Institution as of the Series L Rate Determination Date in connection with any request for a LIBOR Loan other than the Term Loan P or a continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and interest period respect of such LIBOR Loan, (b) adequate and reasonable means do not exist for determining LIBOR for any requested interest period with respect to a proposed LIBOR Loan, or (c) LIBOR for any requested interest period with respect to a proposed LIBOR Loan does not adequately and fairly reflect Series L Interest Period upon the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Administrative Borrower and each Lender. Thereafter, the obligation written request of the Lenders to make Company or maintain LIBOR Loans (other than the Term Loan P) shall be suspended and, notwithstanding anything in this Agreement to the contrary, (i) all unfunded LIBOR Loans (other than the Term Loan P) shall be funded instead as Base Rate Loans, (ii) all then Existing LIBOR Loans shall be automatically converted to Base Rate Loans on the next Interest Payment Date and (iii) all such Loans shall remain Base Rate Loans until the Interest Payment Date following the date the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice, at which time all such Base Rate Loans shall automatically be converted back to LIBOR Loansholder. (bB) Solely with respect If, prior to the Existing Term Loans Series L Rate Determination Date occurring during such first Series L Interest Period, a substituted interest rate shall have been agreed upon, and notwithstanding anything the Reference Institution shall have been notified (by the holder (or holders) of such Series L Notes or the Company) in writing of such substituted interest rate, then such substituted interest rate shall be retroactive to and effective from the first day of such Series L Interest Period and shall replace the Alternate Interest Rate. In such event, each reference herein and in the Series L Notes to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination "Series L Rate" shall be conclusive absent manifest errordeemed thereafter to be a reference as of such Series L Rate Determination Date to such substituted interest rate and, subject to Section 4.1(g)(iv), or such substituted interest rate shall thereafter be determined by the Borrowers or Required Lenders notify Reference Institution in accordance with the Administrative Agent terms hereof. (withC) If a substituted interest rate shall not have been agreed upon, in the case of the Required Lenders, a copy to the Borrowers) that the Borrowers or Required Lenders have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested interest period, including, without limitation, because the applicable LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the ICE Benchmark Administration or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unlesswriting, prior to such timeSeries L Rate Determination Date, Lenders comprising then the Required Lenders have Alternate Interest Rate as of such Series L Rate Determination Date shall be substituted for the Series L Rate. In such event, each reference herein and in the Series L Notes to the "Series L Rate" shall be deemed a reference to the Alternate Interest Rate. (D) Each determination of the Alternate Interest Rate or such other substituted interest rate by the Reference Institution, pursuant to the provisions of this Agreement and any such agreement between the holders of Series L Notes and the Company, shall be conclusive and binding on such holders and the Company, in the absence of manifest error. In the case of manifest error, any holder of Series L Notes or the Company may object to such quoted Alternate Interest Rate by written notice delivered to the Administrative Agent written Company or each holder of Series L Notes, as the case may be, detailing the reasons for such objection. Upon delivery of any such notice that such Required Lenders do not accept such amendment. If no LIBOR Successor Rate has been determined of objection the holders of the Series J Notes and the circumstances under clause (i) above exist or Company shall cooperate to promptly determine the Scheduled Unavailability Date has occurred (as applicable), correct Alternate Interest Rate and such correct Alternate Interest Rate shall be the Administrative Agent will promptly so notify the Borrower and each Lenderapplicable Alternate Interest Rate for such Series L Interest Period. Thereafter, the obligation Each of the Lenders to holders of the Series L Notes and the Company shall make or maintain LIBOR Loans (other than the Term Loan P) shall be suspended, (required adjustments to the extent amount of interest payable on the first day of the affected Existing LIBOR Loans or interest periods). Upon receipt next succeeding Series L Interest Period as are necessary to reflect the application of such notice, the Borrower may revoke any pending request correct Alternate Interest Rate for a conversion to or continuation of LIBOR Loans (other than the Term Loan P and to the extent of the affected Existing LIBOR Loans or interest periods) or, failing that, will be deemed to have converted such request into a request for a conversion to Base Rate Loans or continuation of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement (other than with respect to the Term Loan I, Term Loan K, Term Loan L, Term Loan M, Term Loan N and/or Term Loan O for so long as there is a corresponding Swap Contract in place relating to such Term Loan I, Term Loan K, Term Loan L, Term Loan M, Term Loan N, and/or Term Loan O, as applicable, that does not have a floor of zero). For the avoidance of doubt, this Section 3.03(b) shall apply solely to the Existing Term Loans and shall not apply to the Term Loan P. (c) Solely with respect to the Term Loan P and notwithstanding anything to the contrary herein or in any other Loan Document:Series L Interest Period.