Common use of Alternate Rate of Interest Clause in Contracts

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (a) that Dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, (b) that the rates at which such Dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders of making or maintaining Eurodollar Loans during such Interest Period or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Borrowing pursuant to Sections 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Eurocurrency Borrowing the Administrative Agent shall have determined (a) that Dollar deposits in the applicable currency in the principal amounts of the Loans comprising such Borrowing are not generally available in the London applicable interbank market, (b) or that the rates at which such Dollar deposits are being offered will not adequately and fairly reflect the cost to a majority in interest of the Required applicable Lenders of making or maintaining Eurodollar their Eurocurrency Loans during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Borrower applicable Borrowers and the applicable Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower applicable Borrowers and the applicable Lenders that the circumstances giving rise to such notice no longer exist, any request by the a Borrower for a Eurodollar Eurocurrency Borrowing in the affected currency pursuant to Sections Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowinga Daily Rate Borrowing in such currency. Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (a) that Dollar dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, (b) or that the rates at which such Dollar dollar deposits are being offered will not adequately and fairly reflect the cost to a majority in interest of the Required Lenders participating or to participate in such Loan of making or maintaining its Eurodollar Loans Loan during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Eurodollar Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Borrowing pursuant to Sections 2.03 Section 2.3 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 2.8 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that (ai) that Dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, (bii) that the rates at which such Dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders holding a majority in principal amount of the Loans affected thereby of making or maintaining Eurodollar Loans during such Interest Period or (ciii) that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Borrowing pursuant to Sections Section 2.03 or Section 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days If prior to the commencement of any Interest Period for a Eurodollar Borrowing Borrowing, (a) the Administrative Agent determines (which determination shall have determined (abe final and conclusive absent manifest error) that Dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, (b) that the rates at which such Dollar deposits are being offered will not adequately adequate and fairly reflect the cost to the Required Lenders of making or maintaining Eurodollar Loans during such Interest Period or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, Rate for such Interest Period or (b) the Administrative Agent shallis advised in writing by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period, as soon as practicable thereafter, then the Administrative Agent shall give written or fax notice of such determination thereof to the Borrower and the Lenders. In the event of any such determinationLenders as promptly as practicable thereafter and, until the Administrative Agent shall have advised notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by Interest Election Request that requests the Borrower for conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing pursuant to Sections 2.03 or 2.10 shall be deemed to ineffective and (ii) if any Request for Credit Extension requests a Eurodollar Borrowing, such Borrowing shall be a request for made as an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have reasonably determined (a) that Dollar dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, (b) or that the rates at which such Dollar dollar deposits are being offered in the London interbank market will not adequately and fairly reflect the cost to the Required Lenders any participating Lender of making or maintaining its Eurodollar Loans Loan during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO RateRate for such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the participating Lenders that the circumstances giving rise to such notice no longer exist (which the Administrative Agent agrees to give promptly after such circumstances no longer exist), any request by the Borrower for a Eurodollar Borrowing pursuant to Sections Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (a) that Dollar dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, (b) or that the rates at which such Dollar dollar deposits are being offered will not adequately and fairly reflect the cost to Lenders having Commitments representing at least 20% of the Required Lenders total Commitments of making or maintaining their Eurodollar Loans during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax telecopy notice of such determination to the Borrower and the Lenders. In the event of any such determination, any request by the Borrower for a Eurodollar Borrowing pursuant to Section 2.03 or 2.10 shall, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Borrowing pursuant to Sections 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (a) that Dollar dollar deposits in the principal amounts of the Revolving Credit Loans comprising such Borrowing are not generally available in the London interbank market, (b) or that the rates at which such Dollar dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders any Lender of making or maintaining its Eurodollar Loans Revolving Credit Loan during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written telephone or fax telecopy notice of such determination to the Borrower Borrowers and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower Borrowers for a Eurodollar Borrowing pursuant to Sections 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two (2) Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that (a) that Dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, (b) that the rates at which such Dollar deposits are being offered will not adequately and fairly reflect the cost to the Required majority of Lenders of making or maintaining Eurodollar Loans during such Interest Period or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Borrowing pursuant to Sections Section 2.03 or Section 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (a) that Dollar dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, (b) or that the rates at which such Dollar dollar deposits are being offered will not adequately and fairly reflect the cost to a majority in interest of the Required Lenders of the relevant Class of making or maintaining their Eurodollar Loans Loan during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax telecopy notice of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Borrowing pursuant to Sections Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Eurocurrency Borrowing the Administrative Agent shall have determined that (a) that Dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or (b) that the rates at which such Dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders any Lender of making or maintaining Eurodollar Loans its Eurocurrency Loan during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax telecopy notice of explaining such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Eurocurrency Borrowing pursuant to Sections Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. (a) In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (ai) that Dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, (bii) that the rates at which such Dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders of making or maintaining Eurodollar Loans during such Interest Period or (ciii) that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Borrowing pursuant to Sections 2.03 or 2.10 2.08 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 2.07 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Eurocurrency Borrowing the Administrative Agent shall have determined that (a) that Dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank relevant market, or (b) that the rates at which such Dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders any Lender of making or maintaining Eurodollar Loans its Eurocurrency Loan during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the EURIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of explaining such determination to the applicable Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the such Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the such Borrower for a Eurodollar Eurocurrency Borrowing denominated in dollars pursuant to Sections Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 hereunder shall be conclusive absent manifest errorerror and any request by such Borrower for a Eurocurrency Borrowing denominated in any Alternative Currency pursuant to Section 2.03 or 2.10 shall be deemed to be a request for a Foreign Base Rate Loan.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two 2 Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have reasonably determined (a) that Dollar dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, (b) or that the rates at which such Dollar dollar deposits are being offered in the London interbank market will not adequately and fairly reflect the cost to the Required Lenders any participating Lender of making or maintaining its Eurodollar Loans Loan during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO RateRate for such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the US Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the US Borrower and the participating Lenders that the circumstances giving rise to such notice no longer exist (which the Administrative Agent agrees to give promptly after such circumstances no longer exist), any request by the Borrower Borrowers for a Eurodollar Borrowing pursuant to Sections 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In (a) Subject to Section 2.29, in the event, and on each occasion, that on the day two (2) Business Days prior to the commencement of any Interest Period for a Eurodollar Term SOFR Borrowing the Administrative Agent shall have determined (a) that Dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank marketavailable, (b) or that the rates at which such Dollar deposits are being offered will not adequately and fairly reflect the cost to the Required majority of Lenders of making or maintaining Eurodollar Term SOFR Loans during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO RateTerm SOFR, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Administrative Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Administrative Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the a Borrower for a Eurodollar Term SOFR Borrowing pursuant to Sections Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the majority of Lenders shall have notified the Administrative Agent shall have determined (a) that Dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, (b) or that the rates at which such Dollar deposits are being offered will not adequately and fairly reflect the cost to the Required majority of Lenders of making or maintaining Eurodollar Loans during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Borrowing pursuant to Sections Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing event the Administrative Agent shall have determined (a) that Dollar deposits in Dollars in the principal amounts amount of the Loans comprising such Borrowing requested principal amount of any LIBOR Loan are not generally available in the London Interbank Market (or such other interbank marketeurocurrency market where the foreign currency and exchange operations in respect of Dollars are then being conducted for delivery on the first day of such Interest Period), (b) or, in the case of LIBOR Loans, that the rates rate at which such Dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders any Lender of making or maintaining Eurodollar its portion of such LIBOR Loans during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO RateLIBOR, the Administrative Agent shall, as soon as practicable thereafter, give written or fax telecopier notice of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders determined that the circumstances giving rise to such notice no longer exist, (a) any request by the Borrower or any Subsidiary Borrower for a Eurodollar LIBOR Borrowing pursuant to Sections 2.03 or 2.10 Section 2.5 shall be deemed to be a request for an ABR BorrowingLoan. Each determination by the Administrative Agent under this Section 2.08 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and any on each occasion, that on the day two (2) Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing Loan,(i) the Administrative Agent shall have determined (a) that Dollar dollar deposits in the principal amounts amount of the Loans comprising requested principal amount of such Borrowing Eurodollar Loan are not generally available in the London interbank marketInterbank Market, (bii) any Bank shall have determined that the rates rate at which such Dollar dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders such Bank of making or maintaining such Eurodollar Loans Loan during such Interest Period Period, or (ciii) the Agent shall have determined that reasonable means do not exist for ascertaining the Adjusted LIBO LIBOR Rate, the Administrative Agent shallBank (with a copy to the Agent) and/or the Agent, as the case may be, shall as soon as practicable thereafter, thereafter give written or fax facsimile notice of such determination to the Borrower Banks and the LendersBorrower. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a no Eurodollar Borrowing pursuant to Sections 2.03 or 2.10 shall Loans will be deemed to be a request for an ABR Borrowingmade hereunder. Each determination by any Bank and/or the Administrative Agent under this Section 2.08 as provided hereunder shall be conclusive conclusive, absent manifest demonstrative error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (a) that Dollar deposits in the principal amounts of the Term Loans comprising such Borrowing are not generally available in the London interbank market, (b) or that the rates at which such Dollar deposits are being offered will not adequately and fairly reflect the cost to the Required majority of Lenders of making or maintaining Eurodollar Term Loans during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Borrowing pursuant to Sections Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (a) that Dollar dollar deposits in the principal amounts of the Eurodollar Loans comprising such a Borrowing are not generally available or are no longer available in the London interbank market, (b) or that the rates at which such Dollar dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders any Lender of making or maintaining its Eurodollar Loans Loan during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Eurodollar Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax facsimile notice of such determination to the Borrower Borrowers and the Revolving Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower Borrowers and the Revolving Lenders that the circumstances giving rise to such notice no longer exist, any request by the any Borrower for a Eurodollar Borrowing pursuant to Sections 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each such determination by the Administrative Agent under this Section 2.08 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Eurocurrency Borrowing the Administrative Agent shall have determined (a) that Dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, (b) market or that the rates at which such Dollar deposits are being offered will not adequately and fairly reflect the cost to a majority in interest of the Required Lenders of making or maintaining Eurodollar their Eurocurrency Loans during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax telecopy notice of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Eurocurrency Borrowing pursuant to Sections Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days If prior to the commencement of any Interest Period for a Eurodollar Borrowing Borrowing: the Administrative Agent determines (which determination shall have determined (abe conclusive absent manifest error) that Dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, (b) that the rates at which such Dollar deposits are being offered will not adequately adequate and fairly reflect the cost to the Required Lenders of making or maintaining Eurodollar Loans during such Interest Period or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or the Administrative Agent shallis advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as soon as practicable thereafterapplicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give written or fax notice of such determination thereof to the Borrower and the Lenders. In the event of any such determinationLenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent shall have advised notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by Interest Election Request that requests the Borrower for conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing pursuant to Sections 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest errorineffective.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing event the Administrative Agent shall have determined (a) that Dollar deposits in Dollars in the principal amounts amount of the Loans comprising such Borrowing requested principal amount of any LIBOR Loan are not generally available in the London Interbank Market (or such other interbank marketeurocurrency market where the foreign currency and exchange operations in respect of Dollars are then being conducted for delivery on the first day of such Interest Period), (b) or, in the case of LIBOR Loans, that the rates rate at which such Dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders any Lender of making or maintaining Eurodollar its portion of such LIBOR Loans during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO RateLIBOR, the Administrative Agent shall, as soon as practicable thereafter, give written or fax telecopier notice of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders determined that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar LIBOR Borrowing pursuant to Sections 2.03 or 2.10 Section 2.5 shall be deemed to be a request for an ABR BorrowingLoan. Each determination by the Administrative Agent under this Section 2.08 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Borrowing, Agent shall have determined (a) that Dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, (b) or that the rates at which such Dollar deposits are being offered will not adequately and fairly reflect the cost to the Required majority of Lenders of making or maintaining Eurodollar Loans during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Borrower Administrative Loan Party and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower Administrative Loan Party and the Lenders that the circumstances giving rise to such notice no longer exist (and Agent agrees promptly to give notice when Agent determines that such circumstances no longer exist), any request by the Borrower Borrowers for a Eurodollar Borrowing pursuant to Sections Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. (a) In the event, and on each occasion, that on the day two (2) Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (a) that Dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, (b) or that the rates at which such Dollar deposits are being offered will not adequately and fairly reflect the cost to the Required majority of Lenders of making or maintaining Eurodollar Loans during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Reserve Adjusted LIBO Eurodollar Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Borrowing pursuant to Sections Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days If prior to the commencement of any Interest Period for a Eurodollar Borrowing Borrowing, (a) the Administrative Agent determines (which determination shall have determined (abe conclusive absent manifest error) that Dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, (b) that the rates at which such Dollar deposits are being offered will not adequately adequate and fairly reflect the cost to the Required Lenders of making or maintaining Eurodollar Loans during such Interest Period or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Rate or LIBO Rate, as applicable, for such Interest Period or (b) the Administrative Agent shallis advised by the Required Lenders that the Adjusted LIBO Rate or LIBO Rate, as soon as practicable thereafterapplicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period, then (i) the Administrative Agent shall give written or fax notice of such determination thereof to the Borrower and the Lenders. In the event of any such determinationLenders by telephone or telecopy as promptly as practicable thereafter, and (ii) until the Administrative Agent shall have advised notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by Interest Election Request that requests the Borrower for conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing pursuant to Sections 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest errorineffective.

Alternate Rate of Interest. (a) In the event, and on each occasion, that on the day two Business Days occasion prior to the commencement of any Interest Period for a Eurodollar Borrowing any LIBO Rate Loans, (i) the Administrative Agent Required Banks shall have determined (a) notified the Agent that they have determined, or the Agent or Fleet shall have determined, that Dollar deposits in an amount comparable to the principal amounts amount of such LIBO Rate Loan and having a scheduled maturity comparable to the Loans comprising such Borrowing Interest Period set forth in the related Loan Request are not generally available in the London interbank market, (b) that the rates at which such Dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders of making or maintaining Eurodollar Loans during such Interest Period market or (cii) the Agent or Fleet shall determine that reasonable means do not exist for ascertaining the Adjusted LIBO Base Rate, the Administrative Agent shallAgent, as soon as practicable thereafter, shall give written or fax oral notice of such determination to the Borrower and the LendersBorrower, promptly confirmed in writing (which may be by teletransmission). In the event of any such determination, determination and until the Administrative Agent shall have advised notifies Borrower (and provides a copy of this notice to the Borrower and the Lenders Banks) that the circumstances giving rise to such notice no longer exist, any request by no Revolving Credit Loans or Term Loans will be made as LIBO Rate Loans and no Revolving Credit Loans or Term Loans will be converted to or continued as LIBO Rate Loans, but shall convert to Prime Rate Loans at the Borrower for a Eurodollar Borrowing pursuant to Sections 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowingend of the applicable Interest Period, if any, therefor. Each determination by a Bank, or the Administrative Agent under this Section 2.08 or Fleet, as the case may be, hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each --------------------------- occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent LIBO Reference Lenders shall have determined (a) and communicated to the Agent that Dollar dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, (b) or that the rates at which such Dollar dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders any Lender of making or maintaining its Eurodollar Loans Loan during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax telex notice of such determination to the Borrower Borrowers and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the any Borrower for a Eurodollar Competitive Borrowing pursuant to Sections 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest error.2.03

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (a) that Dollar dollar deposits in the principal amounts of the Eurodollar Loans comprising such a Borrowing are not generally available or are no longer available in the London interbank market, (b) or that the rates at which such Dollar dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders any Lender of making or maintaining its Eurodollar Loans Loan during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Eurodollar Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax facsimile notice of such determination to the Borrower and the Revolving Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Revolving Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Borrowing pursuant to Sections 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two (2) Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing Loan, the Administrative Agent shall have determined (a) that Dollar deposits in which determination shall be conclusive and binding upon the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, (b) that the rates at which such Dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders of making or maintaining Eurodollar Loans during such Interest Period or (cBorrower absent manifest error) that reasonable means do not exist for ascertaining the applicable Adjusted LIBO RateLIBOR Rate or Adjusted LIBOR Rate (ABL), as applicable, the Administrative Agent shall, as soon as practicable thereafter, give written or fax telegraphic notice of such determination to the Borrower and the LendersLenders of the applicable Class, and any request by the Borrower for a Borrowing of Eurodollar Loans (including pursuant to a refinancing with Eurodollar Loans) pursuant to Section 2.03 or 2.14 shall be deemed a request for a Borrowing of ABR Loans. In the event of any After such determination, until the Administrative Agent notice shall have advised the Borrower been given and the Lenders that until the circumstances giving rise to such notice no longer exist, any each request by the Borrower for a Borrowing of Eurodollar Borrowing pursuant to Sections 2.03 or 2.10 Loans shall be deemed to be a request for an a Borrowing of ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest errorLoans.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Eurocurrency Borrowing the Administrative Agent shall have determined (a) that Dollar dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, (b) or that the rates at which such Dollar dollar deposits are being offered will not adequately and fairly reflect the cost to a majority in interest of the Required Lenders participating or to participate in such Loan of making or maintaining Eurodollar Loans its Eurocurrency Loan during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Eurocurrency Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Eurocurrency Borrowing pursuant to Sections 2.03 Section 2.3 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 2.8 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (a) that Dollar dollar deposits in the principal amounts of the Term Loans comprising such Borrowing are not generally available in the London interbank market, (b) or that the rates at which such Dollar dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders any Lender of making or maintaining its Eurodollar Loans Table of Contents Term Loan during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Borrowing pursuant to Sections Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (a) that Dollar dollar deposits in the principal amounts of the Second-Lien Loans comprising such Eurodollar Borrowing are not generally available in the London interbank market, (b) or that the rates at which such Dollar dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders any Lender of making or maintaining its Eurodollar Loans Loan during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax telecopy notice of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Borrowing pursuant to Sections Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (a) that Dollar dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, (b) or that the rates at which such Dollar dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders of making or maintaining Eurodollar Revolving Loans during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax telecopy notice of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Borrowing pursuant to Sections Section 2.03 or 2.10 hereof shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (a) that Dollar dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, (b) or that the rates at which such Dollar dollar deposits are being offered will not adequately and fairly reflect the cost costs (other than with respect to Taxes) to the Required majority of Lenders of making or maintaining Eurodollar Loans during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Borrowing pursuant to Sections Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a any Eurodollar Borrowing Borrowing, or any portion of the Administrative Term Loan constituting Eurodollar Loans, that the Agent shall have determined (a) that Dollar dollar deposits in the principal amounts of the Loans comprising such Borrowing constituting Eurodollar Loans are not generally available in the London interbank market, (b) or that the rates at which such Dollar dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders of making or maintaining their Eurodollar Loans during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax telecopy notice of such determination to the Borrower and the Term Lenders or Revolving Lenders, as the case may be. In the event of any such determination, any request by the Borrower for Eurodollar Loans pursuant to Section 2.6, 2.14 or 2.15 shall, until the Administrative Agent shall have advised the Borrower and the Term Lenders or Revolving Credit Lenders, as applicable, that the circumstances giving rise to such notice no to longer exist, any request by the Borrower for a Eurodollar Borrowing pursuant to Sections 2.03 or 2.10 shall be deemed to be a request for an ABR BorrowingLoans. Each determination by the Administrative Agent under this Section 2.08 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (a) that Dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, (b) or that the rates at which such Dollar deposits are being offered will not adequately and fairly reflect the cost to Lenders that would hold more than 25% of the Required Lenders Loans comprising such Borrowing of making or maintaining Eurodollar Loans during such Interest Period Loans, or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Borrowing pursuant to Sections Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two (2) Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing Borrowing, the Administrative Agent shall have determined that: (a) that Dollar dollar deposits in the principal amounts of the Loans comprising amount set forth in such Request for Borrowing are not generally available in the London interbank market, (b) market or that the rates rate at which such Dollar dollar deposits are being offered will not adequately and fairly reflect the cost to any Lender or the Required Lenders Swing Line Bank of making or maintaining the principal amount of its Eurodollar Loans Loan comprising such Borrowing during such Interest Period Period, or (cb) that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, then the Administrative Agent shall, shall as soon as practicable thereafter, thereafter give written or fax notice of such determination to the Company, the Lenders and/or the Swing Line Bank; and any request by a Borrower and for the Lenders. In the event making of any such determinationa Eurodollar Borrowing shall, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Borrowing pursuant to Sections 2.03 or 2.10 shall be deemed to be a request for a Borrowing to be comprised of (i) if such Borrowing is a Floor Plan Loan Borrowing, Comerica Prime Rate Loans, and (ii) if such Borrowing is an ABR Acquisition Loan Borrowing, Alternate Base Rate Loans. Each determination by of the Administrative Agent under this Section 2.08 hereunder shall be conclusive absent manifest demonstrable error.

Alternate Rate of Interest. (a) In the event, and on each occasion, that on the day two (2) Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (a) that Dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, (b) or that the rates at which such Dollar deposits are being offered will not adequately and fairly reflect the cost to the Required majority of Lenders of making or maintaining Eurodollar Loans during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Reserve Adjusted LIBO Eurodollar Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Administrative Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Administrative Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the thea Borrower for a Eurodollar Borrowing pursuant to Sections Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In (a) InSubject to Section 2.29, in the event, and on each occasion, that on the day two (2) Business Days prior to the commencement of any Interest Period for a Eurodollar EurodollarTerm SOFR Borrowing the Administrative Agent shall have determined (a) that Dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, (b) or that the rates at which such Dollar deposits are being offered will not adequately and fairly reflect the cost to the Required majority of Lenders of making or maintaining Eurodollar EurodollarTerm SOFR Loans during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Reserve Adjusted LIBO RateEurodollar RateTerm SOFR, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Administrative Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Administrative Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the a Borrower for a Eurodollar EurodollarTerm SOFR Borrowing pursuant to Sections Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest error.. 66

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (a) that Dollar dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, (b) or that the rates at which such Dollar dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders any Lender of making or maintaining its Eurodollar Loans Loan during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax telecopy notice or notice by electronic communication of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Borrowing pursuant to Sections Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the eventIf, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing Revolving Borrowing, (a) the Administrative Agent determines (which determination shall have determined (abe conclusive absent manifest error) that Dollar deposits in adequate and reasonable means do not exist for ascertaining the principal amounts of Adjusted LIBO Rate or the Loans comprising LIBO Rate for such Borrowing are not generally available in the London interbank marketInterest Period, or (b) the Administrative Agent is advised by the Majority Revolving Lenders that the rates at which Adjusted LIBO Rate or LIBO Rate, as applicable, for such Dollar deposits are being offered Interest Period will not adequately and fairly reflect the cost to the Required Lenders of making or maintaining Eurodollar their Loans during included in such Borrowing for such Interest Period or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, Period; then the Administrative Agent shall, as soon as practicable thereafter, shall give written or fax notice of such determination thereof to the Borrower and the Lenders. In the event of any such determinationRevolving Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent shall have advised notifies the Borrower and the Revolving Lenders that the circumstances giving rise to such notice no longer exist, any request by Continuation Request that requests the Borrower for a Eurodollar continuation of any Borrowing pursuant to Sections 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by ineffective and any Revolving Borrowing shall bear interest at the Administrative Agent under this Section 2.08 shall be conclusive absent manifest errorlast available quoted LIBO Rate.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (a) that Dollar deposits in the principal amounts of the Revolving Loans comprising such Borrowing are not generally available in the London interbank market, (b) or that the rates at which such Dollar deposits are being offered will not adequately and fairly reflect the cost to the Required majority of Lenders of making or maintaining Eurodollar Revolving Loans during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Borrowing pursuant to Sections Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (a) that Dollar dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, (b) or that the rates at which such Dollar dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders any Lender of making or maintaining its Eurodollar Loans Loan or Eurodollar Competitive Loan during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax facsimile notice of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Committed Borrowing pursuant to Sections 2.03 or 2.10 Section 2.02(f) shall be deemed to be a request for an ABR BorrowingBorrowing and (ii) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force or effect and shall be rejected by the Administrative Agent. Each determination by the Administrative Agent under this Section 2.08 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (a) that Dollar deposits deposits, in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, (b) or that the rates at which such Dollar deposits deposits, as applicable, are being offered will not adequately and fairly reflect the cost to the Required majority of Lenders of making or maintaining the applicable Eurodollar Loans during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Lead Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Lead Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Lead Borrower (on behalf of itself or WAPA PR) for a Eurodollar Borrowing pursuant to Sections Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (a) that Dollar dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, (b) or that the rates at which such Dollar dollar deposits are being offered will not adequately and fairly reflect the cost to a majority in interest of the Required Lenders participating or to participate in such Loan of making or maintaining its Eurodollar Loans Loan during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Borrowing pursuant to Sections Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest error.ABR

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (a) that Dollar dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, (b) or that the rates at which such Dollar dollar deposits are being offered will not adequately and fairly reflect the cost to a majority in interest of the Required Lenders participating or to participate in such Loan of making or maintaining its Eurodollar Loans Loan during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Borrowing pursuant to Sections Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. (a) In the event, and on each occasion, that on the day two (2) Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (a) that Dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, (b) or that the rates at which such Dollar deposits are being offered will not adequately and fairly reflect the cost to the Required majority of Lenders of making or maintaining Eurodollar Loans during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Reserve Adjusted LIBO Eurodollar Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Administrative Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Administrative Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the a Borrower for a Eurodollar Borrowing pursuant to Sections Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing or Euro Loan, the Administrative Agent shall have determined (a) that Dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, (b) that the rates at which such Dollar deposits are being offered will not adequately determination shall be conclusive and fairly reflect the cost to the Required Lenders of making or maintaining Eurodollar Loans during such Interest Period or (cbinding absent manifest error) that reasonable means do not exist for ascertaining the applicable Adjusted LIBO RateRate or EURIBOR Rate (as applicable), the Administrative Agent shall, as soon as practicable thereafter, give written written, facsimile or fax telegraphic notice of such determination to the applicable Borrower and the Lenders. In the event of any After such determination, until the Administrative Agent notice shall have advised the Borrower been given and the Lenders that until the circumstances giving rise to such notice no longer exist, (i) any request US Loans which would otherwise be borrowed or continued as, or converted into, Eurodollar Loans shall instead be ABR Loans and (ii) any Euro Loans outstanding from any Euro Lender shall bear interest at a rate equal to the sum of (x) the Applicable Euro Margin plus (y) the rate notified to the Agent by the Borrower for a Eurodollar Borrowing pursuant to Sections 2.03 or 2.10 shall be deemed such Lender as soon as practicable and in any event before interest is due to be a request for an ABR Borrowing. Each determination by paid in respect of the Administrative Agent under this Section 2.08 shall affected Interest Period, to be conclusive absent manifest errorthat rate which represents the cost to such Lender of funding such Loan from whatever source it may reasonably select plus (z) the Mandatory Costs Rate.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (a) that Dollar dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, (b) or that the rates at which such Dollar dollar deposits are being offered will not adequately and fairly reflect the cost to a majority in interest of the Required Lenders participating or to participate in such Loan of making or maintaining its Eurodollar Loans Loan during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Eurodollar Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Borrower Polypore and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower Polypore and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower Polypore for a Eurodollar Borrowing pursuant to Sections 2.03 Section 2.3 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 2.8 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (a) that Dollar dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, (b) or that the rates at which such Dollar dollar deposits are being offered will not adequately and fairly reflect the cost to the Required Lenders holding at least 51% of such Loans, of making or maintaining their Eurodollar Loans Loan during such Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give hand delivered written or fax telecopy notice of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Borrowing pursuant to Sections Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, event that on the day two Business Days prior to that the commencement of any Interest Period Administrative Agent receives Borrower’s applicable notice required by Section 2.11 for a conversion to or continuation of a Eurodollar Borrowing Rate Loan, the Administrative Agent shall have reasonably determined (a) that Dollar deposits in the principal amounts amount of the Loans comprising such Borrowing borrowing requested by the Borrower are not generally available in the London interbank market, (b) or that the rates at which such Dollar deposits are being offered in the London interbank market will not adequately and fairly reflect the cost to the Required Lenders any participating Lender of making or maintaining its portion of the Eurodollar Loans Rate Loan during such the applicable Interest Period Period, or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO RateEurodollar Rate for such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, shall give written or fax notice of such determination to the Borrower and the LendersBorrower. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any the request by the Borrower for a Eurodollar Borrowing Rate Loan pursuant to Sections 2.03 or 2.10 Section 2.11 shall be deemed to be a request for an ABR Borrowinga Base Rate Loan. Each The determination by the Administrative Agent under this Section 2.08 2.09 shall be conclusive absent manifest error.