Common use of Inability to Determine Interest Rate Clause in Contracts

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (c) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowerBorrowers) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (cb) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Eurodollar Loans during such Interest Period, then, in any such case (a), (b) or (c)) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Administrative Agent shall promptly notify give telecopy or telephonic notice thereof to the Borrower Borrowers and the relevant Lenders thereof as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, notice is given (xi) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (yii) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as ABR Base Rate Loans and (ziii) any each outstanding Eurodollar Loans under the relevant Facility Loan shall be converted, on the last day of the then-current Interest PeriodPeriod thereof, to ABR Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower Borrowers have the right to convert Base Rate Loans under the relevant Facility to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, the : (a) Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar LIBO Base Rate for such Interest Period, Period or (b) Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Eurodollar Required Lenders determine that the LIBO Rate determined or to be determined for such any requested Interest Period will with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Periodin each case, then, in any such case (a“Impacted Loans”), (b) or (c), the Administrative Agent shall promptly notify the give electronic mail or telephonic notice thereof to Borrower and the relevant Lenders thereof as soon as practicable thereafterthereof. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafternotice is given, (x) any Eurodollar LIBOR Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar LIBOR Loans shall be converted to, or continued as as, ABR Loans and (z) any outstanding Eurodollar LIBOR Loans under the relevant Facility shall be converted, on the last first day of the then-current such Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative AgentAgent agrees to do if the circumstances giving rise to such notice cease to exist), no further Eurodollar LIBOR Loans under the relevant Facility shall be made made, or continued as such, nor shall the Borrower have the right to convert Loans under to, LIBOR Loans. Notwithstanding the relevant Facility foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to Eurodollar the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereof.

Inability to Determine Interest Rate. (a) If prior to at the first day of any Interest Period, time that the Administrative Agent shall have determined seek to determine the LIBOR Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Loan the LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Loan for any reason, and the Administrative Agent shall reasonably determine that it is not possible to determine the Interpolated Rate (which determination conclusion shall be conclusive and binding upon absent manifest error), then the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar LIBO Rate for such Interest Period, or (c) the Eurodollar Rate determined or to be determined Period for such Interest Period will not adequately and fairly reflect Eurocurrency Loan shall be the cost to such Lenders (as conclusively certified rate per annum determined by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall promptly notify to be the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shallrate at which it could borrow funds in Dollars (or, in the absence respect of manifest errorRevolving Loans or Letters of Credit denominated in an Agreed Currency other than Dollars, be conclusive and binding such Agreed Currency) for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested to be made delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurocurrency Loan being made, continued or converted and with a term equivalent to such Interest Period would be offered by Deutsche Bank AG London Branch in the London interbank Eurocurrency market; provided that if such rate shall be less than zero, such rate shall be deemed to be zero; provided further that if no such rate is available to the Administrative Agent, (i) if such Loan shall be requested in Dollars, then such Borrowing shall be made as an ABR Loans, Loan at the Alternate Base Rate and (yii) any Loans under the relevant Facility that were to have been converted on the first day of if such Interest Period to Eurodollar Loans Loan shall be continued as ABR Loans and (z) requested in any outstanding Eurodollar Loans under Foreign Currency, the relevant Facility LIBO Rate shall be converted, on equal to the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn rate determined by the Administrative AgentAgent in its reasonable discretion after consultation with the Borrower and consented to in writing by the Required Lenders (the “Alternative Rate”); provided, no further Eurodollar Loans under however, that until such time as the relevant Facility Alternative Rate shall be made or continued as suchdetermined and so consented to by the Majority Facility Lenders with respect to the Revolving Facility, nor Loans shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loansnot be available in such Foreign Currency.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, Period (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, Period or (cb) the Administrative Agent shall have received notice from the Requisite Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), then the Administrative Agent shall promptly notify give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafternotice is given, (xi) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (yii) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (ziii) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last first day of the then-current such Interest Period, to ABR Loans. So long as such notice shall not have been withdrawn, the Administrative Agent shall use reasonable efforts to determine whether or not the circumstances which shall have caused such notice to be given continue to exist, and, if the Administrative Agent or the Requisite Lenders, as the case may be, shall at any time determine that such circumstances no longer exist, the Administrative Agent shall, as soon as practicable thereafter, notify the Lenders and the Borrower that the Administrative Agent is withdrawing such notice. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (cb) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Eurodollar Loans during such Interest Period, then, in any such case (a), (b) or (c)) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Administrative Agent shall promptly notify give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders thereof as soon as practicable thereafter, and will also give prompt written notice to the Borrower when such conditions no longer exist. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, notice is given (xi) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (yii) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as ABR Base Rate Loans and (ziii) any each outstanding Eurodollar Loans under the relevant Facility Loan shall be converted, on the last day of the then-current Interest PeriodPeriod thereof, to ABR Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Base Rate Loans under the relevant Facility to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, event that the Administrative Agent or the Required Lenders shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, that (a) by reason of circumstances affecting the relevant interbank eurodollar market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for any Interest Period with respect to (i) proposed Loans that Borrower has requested be made as Eurodollar Loans, (ii) any Eurodollar Loans that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the continuation of any Eurodollar Loan as such for an additional Interest Period, or (cb) Dollar deposits in the Eurodollar Rate determined or relevant amount and for the relevant period with respect to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c)Eurodollar Loan are not generally available to the Lenders in their respective Eurodollar Lending Offices’ interbank eurodollar markets, the Administrative Agent shall promptly notify the forthwith give telecopy notice of such determination, confirmed in writing, to Borrower and the relevant Lenders thereof at least one day prior to, as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shallcase may be, in the absence of manifest errorrequested Borrowing Date, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested to be made on conversion date or the first last day of such Interest Period Period. If such notice is given (i) any requested Eurodollar Loans shall be made as ABR Alternate Base Rate Loans, (yii) any Alternate Base Rate Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans Alternate Base Rate Loans, and (ziii) any outstanding Eurodollar Loans under the relevant Facility shall be converted, converted on the last day of the then-then current Interest Period, to ABR Period applicable thereto into Alternate Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor and no Alternate Base Rate Loans shall the Borrower have the right to convert Loans under the relevant Facility be converted to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day Notwithstanding any other provision of any Interest Periodthis Credit Agreement, if (a) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon the Borrowerabsent manifest error) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount reasonable and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate EURIBOR and/or LIBOR for such any Currency for any Interest Period, or (cb) the Eurodollar Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate determined or to be determined for such Interest Period will does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected funding EURIBOR/LIBOR Rate Loans that the Borrower has requested during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall promptly notify forthwith give telephone notice of such determination, confirmed in writing, to the Borrower Initial Borrower, and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested at least two Business Days prior to be made on the first day of such Interest Period Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify the request regarding such EURIBOR/LIBOR Rate Loans, any Loans that were requested to be made as EURIBOR/LIBOR Rate Loans shall be made as ABR Loans, (y) Alternate Base Rate Loans in the applicable Currency and any Loans under the relevant Facility that were requested to have been be converted on the first day of such Interest Period to Eurodollar into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be continued as ABR converted into Alternate Base Rate Loans and (z) any outstanding Eurodollar Loans under in the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loansapplicable Currency. Until any such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made as, continued as, or continued as suchconverted into, nor shall EURIBOR/LIBOR Rate Loans for the Borrower have the right to convert Loans under the relevant Facility to Eurodollar LoansInterest Periods so affected.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, event that the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerCompany) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, that (a) by reason of circumstances affecting the relevant interbank eurodollar market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for any Interest Period with respect to (i) proposed Loans that the Company has requested be made as Eurodollar Loans, (ii) any Eurodollar Loans that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the continuation of any Eurodollar Loan as such for an additional Interest Period, or (cb) dollar deposits in the Eurodollar Rate determined or relevant amount and for the relevant period with respect to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c)Eurodollar Loan are not generally available to the Lenders in their respective Eurodollar Lending Offices' interbank eurodollar markets, the Administrative Agent shall promptly notify forthwith give telecopy notice of such determination, confirmed in writing, to the Borrower Company and the relevant Lenders thereof at least one day prior to, as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shallcase may be, in the absence of manifest errorrequested Borrowing Date, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested to be made on conversion date or the first last day of such Interest Period Period. If such notice is given (i) any requested Eurodollar Loans shall be made as ABR Alternate Base Rate Loans, (yii) any Alternate Base Rate Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans Alternate Base Rate Loans, and (ziii) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest PeriodPeriod applicable thereto, to ABR into Alternate Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor and no Alternate Base Rate Loans shall the Borrower have the right to convert Loans under the relevant Facility be converted to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to (a) In the first day of any Interest Period, event that the Administrative Agent or the Foreign Currency Agent, as applicable, shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrowers) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, that (i) by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuationCurrency generally, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate for such any requested Interest PeriodPeriod with respect to Committed Rate Loans that a Borrower has requested be made as, continued as or converted into Eurocurrency Loans or (ii) that deposits in the applicable Currency are not generally available, or (c) cannot be obtained by the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, thenBanks, in the applicable market (any such case Foreign Currency affected by the circumstances described in clause (a), (bi) or (cii) is referred to as an “Affected Foreign Currency”), the Administrative Agent or the Foreign Currency Agent, as applicable, shall promptly notify the give notice of such determination to such Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested Banks prior to be made on the first day of such the requested Interest Period shall for such Eurocurrency Loans. If such notice is given, such Borrower may (A) in accordance with the provisions of subsection 2.1 or 2.9, as the case may be (including any requirements for notification), request that the affected Loans denominated in Dollars be made as, continued as or converted into, as the case may be, ABR Loans, (yB) any Loans under the relevant Facility request that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Foreign Currency Loans under the relevant Facility shall in an Affected Foreign Currency be converted, on the last day of the then-current Interest Period, to Dollar Loans at the applicable Exchange Rate or (C) in the case of Loans requested to be made on the first day of such Interest Period, withdraw the notice given under subsection 2.1 or 2.9, as the case may be, by giving telephonic notice to the Administrative Agent or the Foreign Currency Agent, as applicable, no later than 10:00 A.M. (Local Time) one Business Day prior to the applicable Borrowing Date, confirmed in writing no later than one Business Day after such telephonic notice is given; provided that if the Administrative Agent or the Foreign Currency Agent, as applicable, does not receive any notice permitted from the relevant Borrower hereunder, such Borrower shall be deemed to have requested that the affected Loans be made as, continued as or converted into, as the case may be, ABR Loans or, in the case of Foreign Currency Loans, shall be deemed to have requested that the affected Loans be made as, continued as or converted into, as the case may be, Dollar Loans which are (1) ABR Loans (in the case of clause (i) above) or (2) Eurocurrency Loans (in the case of clause (ii) above). Until such the notice given pursuant to the first sentence of this paragraph has been withdrawn by the Administrative Agent or the Foreign Currency Agent, as applicable, no further Eurodollar Eurocurrency Loans under denominated in Dollars (in the relevant Facility case of clause (i) above) or in an Affected Foreign Currency shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans under the relevant Facility to Eurodollar Eurocurrency Loans.

Inability to Determine Interest Rate. If prior to (a) In the first day of any Interest Period, event that the Administrative Agent or the Foreign Currency Agent, as applicable, shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrowers) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, that (i) by reason of circumstances affecting the relevant marketinterbank eurodollar market generally, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate for such any requested Interest PeriodPeriod with respect to Committed Rate Loans that a Borrower has requested be made as, continued as or converted into Eurocurrency Loans or (ii) that deposits in the applicable Currency are not generally available, or (c) cannot be obtained by the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, thenBanks, in the applicable market (any such case Foreign Currency affected by the circumstances described in clause (a), (bi) or (cii) is referred to as an “Affected Foreign Currency”), the Administrative Agent or the Foreign Currency Agent, as applicable, shall promptly notify the give notice of such determination to such Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested Banks prior to be made on the first day of such the requested Interest Period shall for such Eurocurrency Loans. If such notice is given, such Borrower may (A) in accordance with the provisions of subsection 2.1 or 2.9, as the case may be (including any requirements for notification), request that the affected Loans denominated in Dollars be made as, continued as or converted into, as the case may be, ABR Loans, (yB) any Loans under the relevant Facility request that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Foreign Currency Loans under the relevant Facility shall in an Affected Foreign Currency be converted, on the last day of the then-current Interest Period, to Dollar Loans at the applicable Exchange Rate or (C) in the case of Loans requested to be made on the first day of such Interest Period, withdraw the notice given under subsection 2.1 or 2.9, as the case may be, by giving telephonic notice to the Administrative Agent or the Foreign Currency Agent, as applicable, no later than 10:00 A.M. (Local Time) one Business Day prior to the applicable Borrowing Date, confirmed in writing no later than one Business Day after such telephonic notice is given; provided that if the Administrative Agent or the Foreign Currency Agent, as applicable, does not receive any notice permitted from the relevant Borrower hereunder, such Borrower shall be deemed to have requested that the affected Loans be made as, continued as or converted into, as the case may be, ABR Loans or, in the case of Foreign Currency Loans, shall be deemed to have requested that the affected Loans be made as, continued as or converted into, as the case may be, Dollar Loans which are (1) ABR Loans (in the case of clause (i) above) or (2) Eurocurrency Loans (in the case of clause (ii) above). Until such the notice given pursuant to the first sentence of this paragraph has been withdrawn by the Administrative Agent or the Foreign Currency Agent, as applicable, no further Eurodollar Eurocurrency Loans under denominated in Dollars (in the relevant Facility case of clause (i) above) or in an Affected Foreign Currency shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans under the relevant Facility to Eurodollar Eurocurrency Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each of the BorrowerBorrowers) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate with respect to any Eurodollar Loan (the “Affected Eurodollar Rate”) or the BA Rate (the “Affected BA Rate”) with respect to any BA Equivalent Loans for such Interest Period, or (c) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall promptly notify give telecopy or telephonic notice thereof to the Parent Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, notice is given (xa) any Eurodollar Loans under or BA Equivalent Loans the relevant Facility rate of interest applicable to which is based on the Affected Eurodollar Rate or the Affected BA Rate, as applicable, requested to be made on the first day of such Interest Period shall be made as ABR Loans or Canadian Prime Rate Loans, as applicable and (yb) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans or BA Equivalent Loans the rate of interest applicable to which is based upon the Affected Eurodollar Rate or Affected BA Rate shall be converted to or continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be convertedor Canadian Prime Rate Loans, on the last day of the then-current Interest Period, to ABR Loansas applicable. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under or BA Equivalent Loans the relevant Facility rate of interest applicable to which is based upon the Affected Eurodollar Rate or Affected BA Rate shall be made or continued as such, nor shall any of the Borrower Borrowers have the right to convert ABR Loans under the relevant Facility or Canadian Prime Rate Loans to Eurodollar Loans or BA Equivalent Loans, as applicable, the rate of interest applicable to which is based upon the Affected Eurodollar Rate or Affected BA Rate.

Inability to Determine Interest Rate. If prior to (a) In the first day of any Interest Period, event that the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrowers) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, that by reason of circumstances affecting the relevant marketinterbank eurodollar market generally, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (c) the Eurodollar Rate determined or to be determined for such any requested Interest Period will not adequately and fairly reflect the cost with respect to such Lenders (Committed Rate Loans that a Borrower has requested be made as, continued as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c)converted into Eurodollar Loans, the Administrative Agent shall promptly notify the give notice of such determination to such Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify Banks prior to the basis first day of the requested Interest Period for such determination and shallEurodollar Loans. If such notice is given, such Borrower may (i) in accordance with the provisions of subsection 2.1 or 2.9, as the case may be (including any requirements for notification), request that the affected Loans be made as, continued as or converted into, as the case may be, ABR Loans, or (ii) in the absence case of manifest error, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period Period, withdraw the notice given under subsections 2.1 or 2.9, as the case may be, by giving telephonic notice to the Administrative Agent, no later than 10:00 A.M. (New York City time) on the applicable Borrowing Date, confirmed in writing no later than one Business Day after such telephonic notice is given; provided that if the Administrative Agent does not receive any notice permitted from the relevant Borrower hereunder, such Borrower shall be made as ABR Loans, (y) any Loans under the relevant Facility that were deemed to have been converted on requested that the first day of such Interest Period to Eurodollar affected Loans shall be made as, continued as ABR Loans and (z) any outstanding Eurodollar Loans under or converted into, as the relevant Facility shall be convertedcase may be, on the last day of the then-current Interest Period, to ABR Loans. Until such the notice given pursuant to the first sentence of this paragraph has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or as, continued as suchor converted into, nor shall as the Borrower have the right to convert Loans under the relevant Facility to case may be, Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day Notwithstanding any other provision of any Interest Periodthis Credit Agreement, if (a) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon the Borrowerabsent manifest error) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount reasonable and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate LIBOR for such Interest Period, or (cb) the Eurodollar Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate determined or to be determined for such Interest Period will does not adequately and fairly reflect the cost to such Lenders (of funding LIBOR Rate Loans that the Borrower has requested be outstanding as conclusively certified by such Lenders) of making or maintaining their affected Loans a LIBOR tranche during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall promptly notify forthwith give telephone notice of such determination, confirmed in writing, to the Borrower Borrower, and the relevant Lenders thereof as soon as practicable thereafterat least two Business Days prior to the first day of such Interest Period. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, notice is given (xa) any Eurodollar Foreign Currency Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made made, at the sole option of the Borrower, in Dollars as ABR LoansAlternate Base Rate Loans or such request shall be cancelled, (yb) any affected LIBOR Rate Loans under requested to be made on the relevant Facility first day of such Interest Period shall be made, at the sole option of the Borrower, in Dollars as Alternate Base Rate Loans or such request shall be cancelled and (c) any affected Loans that were to have been converted on the first day of such Interest Period to Eurodollar or continued as LIBOR Rate Loans shall be continued converted to or continued, at the sole option of the Borrower, in Dollars as ABR Alternate Base Rate Loans and (z) any outstanding Eurodollar Loans under the relevant Facility or such request shall be converted, on the last day of the then-current Interest Period, to ABR Loanscancelled. Until any such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made as, continued as, or continued converted into, LIBOR Rate Loans for the Interest Periods so affected. The Administrative Agent shall withdraw any notice given pursuant to this Section at such time as such, nor shall the Borrower have condition giving rise to such notice is reasonably determined by the right Administrative Agent to convert Loans under the relevant Facility to Eurodollar Loansno longer be applicable.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant marketor otherwise, (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London applicable offshore interbank eurodollar market for such currency for the applicable amount and Interest Period of such requested Eurodollar Loan or conversion or continuation, as applicable, (bii) adequate and reasonable means do not exist for ascertaining determining the Eurodollar Rate for such any requested Interest PeriodPeriod with respect to a proposed Eurodollar Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”), or (cb) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate determined or to be determined for such any requested Interest Period with respect to a proposed Eurodollar Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Administrative Agent will promptly notify the Borrower and all Lenders. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Loans shall be suspended (to the extent of the affected Eurodollar Loans or Interest Periods) and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing, conversion or continuation of Eurodollar Loans (to the extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) of this Section 3.7, the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the applicable Impacted Loans, in which case, such alternative interest rate shall apply with respect to such Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under the first sentence of this Section 3.7, (2) the Administrative Agent notifies the Borrower that the Administrative Agent or Required Lenders have determined that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable Impacted Loans, or (as conclusively certified 3) any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Installation to make, maintain or fund Loans whose interest is determined by reference to such Lenders) alternative interest rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability of making or maintaining their affected Loans during such Interest Period, thenLender to do any of the foregoing and, in any each case, such case (a), (b) or (c), Lender provides the Administrative Agent shall promptly notify and the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such written notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loansthereof.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, Period (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, Period or (cb) the Agent shall have received notice from the Requisite Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall promptly notify give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafternotice is given, (xi) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (yii) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (ziii) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last first day of the then-current such Interest Period, to ABR Loans. So long as such notice shall not have been withdrawn, the Agent shall use reasonable efforts to determine whether or not the circumstances which shall have caused such notice to be given continue to exist, and, if the Agent shall at any time determine that such circumstances no longer exist, it shall, as soon as practicable thereafter, notify the Lenders and the Borrower that the Agent is withdrawing such notice. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans. Each determination by the Agent hereunder shall be conclusive absent manifest error.

Inability to Determine Interest Rate. If prior to the first day (a) Notwithstanding any other provision of any Interest Periodthis Credit Agreement, if (i) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon the Borrowerabsent manifest error) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount reasonable and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate (including, without limitation, because the Eurocurrency Rate is not available or published on a current basis) for such Interest Period, or (cii) the Eurodollar Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the Eurocurrency Rate determined or to be determined for such Interest Period will does not adequately and fairly reflect the cost to such Lenders (of funding Eurocurrency Rate Loans that the Borrower has requested be outstanding as conclusively certified by such Lenders) of making or maintaining their affected Loans a Eurocurrency Rate tranche during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall promptly notify (unless such determination has resulted because the Borrower Eurocurrency Rate is not available or published on a current basis) forthwith give telephone notice of such determination, confirmed in writing, to the Borrower, and the relevant Lenders thereof as soon as practicable thereafterat least two Business Days prior to the first day of such Interest Period. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, notice is given (xA) any Eurodollar Foreign Currency Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made made, at the sole option of the Borrower, in Dollars as ABR LoansBase Rate Loans or such request shall be cancelled, (yB) any affected Foreign Currency Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar or continued as Eurocurrency Rate Loans shall be continued converted to or continued, at the sole option of the Borrower, as ABR Base Rate Loans, (c) any affected Eurocurrency Rate Loans requested to be made on the first day of such Interest Period shall be made, at the sole option of the Borrower, in Dollars as Base Rate Loans and (zd) any outstanding Eurodollar affected Loans under the relevant Facility that were requested to be converted into or continued as Eurocurrency Rate Loans shall remain as or be converted, on the last day of the then-current Interest Period, to ABR converted into Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made as, continued as, or continued as suchconverted into, nor shall Eurocurrency Rate Loans for the Borrower have the right to convert Loans under the relevant Facility to Eurodollar LoansInterest Periods so affected.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest PeriodPeriod (or, as applicable, on any day on which an ABR Loan bearing interest determined by reference to the Eurodollar Rate, is outstanding), the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan, a request for an ABR Loan to bear interest with reference to the Eurodollar Rate, or a conversion to or a continuation thereof of either of the foregoing that, by reason of circumstances affecting the relevant market, (ai) Dollar or Alternative Currency, as applicable, deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (bii) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (ciii) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (ai), (bii) or (ciii), the Administrative Agent shall promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (xi) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (yii) any such requested ABR Loans which were to have utilized the Eurodollar Rate component in determining the ABR shall not utilize a Eurodollar Rate component in determining the ABR applicable to such requested ABR Loan, (iii) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (ziv) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans, and the utilization of the Eurodollar Rate component in determining ABR shall be suspended.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, event that the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerCompany) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, that (a) by reason of circumstances affecting the relevant interbank eurodollar market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for any Interest Period with respect to (i) proposed Loans that the Company has requested be made as Eurodollar Loans, (ii) any Eurodollar Loans that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the continuation of any Eurodollar Loan as such for an additional Interest Period, or (cb) dollar deposits in the Eurodollar Rate determined or relevant amount and for the relevant period with respect to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c)Eurodollar Loan are not generally available to the Lenders in their respective Eurodollar Lending Offices' interbank eurodollar markets, the Administrative Agent shall promptly notify forthwith give telecopy notice of such determination, confirmed in writing, to the Borrower Company and the relevant Lenders thereof at least one day prior to, as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shallcase may be, in the absence of manifest errorrequested Borrowing Date, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested to be made on conversion date or the first last day of such Interest Period Period. If such notice is given (i) any requested Eurodollar Loans shall be made as ABR Alternate Base Rate Loans, (yii) any Alternate Base Rate Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans Alternate Base Rate Loans, and (ziii) any outstanding Eurodollar Loans under the relevant Facility shall be converted, converted on the last day of the then-then current Interest Period, to ABR Period applicable thereto into Alternate Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor and no Alternate Base Rate Loans shall the Borrower have the right to convert Loans under the relevant Facility be converted to Eurodollar Loans.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest PeriodPeriod (or as applicable, on any day on which an ABR Loan bearing interest determined by reference to the Eurodollar Rate is outstanding), the Administrative Agent or the Required Lenders shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan, a request for an ABR Loan to bear interest with reference to the Eurodollar Rate, or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (ai) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (bii) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (ciii) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (ai), (bii) or (ciii), the Administrative Agent shall promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (xw) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (x) any such requested ABR Loans which were to have utilized a Eurodollar Rate component in determining the ABR shall not utilize a Eurodollar Rate component in determining the ABR applicable to such requested ABR Loan, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans, and the utilization of the Eurodollar Rate component in determining the ABR shall be suspended.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant marketthereof, (ai) the Administrative Agent determines 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 requested Loan Eurodollar Loan, or conversion or continuation, as applicable, (bB) adequate and reasonable means do not exist for ascertaining determining the Eurodollar Rate for such any requested Interest PeriodPeriod with respect to a proposed Eurodollar Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (i), “Impacted Loans”), or (cii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate determined or to be determined for such any requested Interest Period will with respect to a proposed Eurodollar Loan does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by of funding such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c)Loan, the Administrative Agent shall will promptly so notify the Borrower Borrowers and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposeseach Lender. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested obligation of the Lenders to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to make or maintain Eurodollar Loans shall be continued as ABR suspended (to the extent of the affected Eurodollar Loans or Interest Periods), and (zy) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrowers may revoke any outstanding pending request for a borrowing of, conversion to or continuation of Eurodollar Loans under (to the relevant Facility shall be converted, on the last day extent of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further affected Eurodollar Loans under or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a borrowing of Base Rate Loans in the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loansamount specified therein.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, or as applicable, on any day on which an ABR Loan bearing interest determined by reference to the Eurodollar Rate is outstanding, the Administrative Agent or the Required Lenders shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan, a request for an ABR Loan to bear interest with reference to the Eurodollar Rate, or a conversion to or a continuation thereof of either of the foregoing that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (c) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (xw) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (x) any such requested ABR Loans which were to have utilized a Eurodollar Rate component in determining the ABR shall not utilize a Eurodollar Rate component in determining the ABR applicable to such requested ABR Loan, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans, and the utilization of the Eurodollar Rate component in determining the ABR shall be suspended.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, event that the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, that (a) by reason of circumstances affecting the relevant interbank eurodollar market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for any Interest Period with respect to (i) proposed Loans that the Borrower has requested be made as Eurodollar Loans, (ii) any Eurodollar Loans that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the continuation of any Eurodollar Loan as such for an additional Interest Period, or (cb) dollar deposits in the Eurodollar Rate determined or relevant amount and for the relevant period with respect to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c)Eurodollar Loan are not generally available to the Lenders in their respective Eurodollar Lending Offices’ interbank eurodollar markets, the Administrative Agent shall promptly notify forthwith give telecopy or e-mail notice of such determination, confirmed in writing, to the Borrower and the relevant Lenders thereof at least one day prior to, as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shallcase may be, in the absence of manifest errorrequested Borrowing Date, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested to be made on conversion date or the first last day of such Interest Period Period. If such notice is given (i) any requested Eurodollar Loans shall be made as ABR Alternate Base Rate Loans, (yii) any Alternate Base Rate Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans Alternate Base Rate Loans, and (ziii) any outstanding Eurodollar Loans under the relevant Facility shall be converted, converted on the last day of the then-then current Interest Period, to ABR Period applicable thereto into Alternate Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor and no Alternate Base Rate Loans shall the Borrower have the right to convert Loans under the relevant Facility be converted to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to (a) In the first day of any Interest Period, event that the Administrative Agent or the relevant Local Fronting Lender shall have determined (which determination determination, in the absence of manifest error, shall be conclusive and binding upon the each Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, that by reason of circumstances affecting the relevant interbank eurocurrency market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or any relevant Eurocurrency Rate for any Interest Period with respect to (i) any proposed Loan that the relevant Borrower has requested be made as Eurodollar Loans or Eurocurrency Loans, (ii) a Eurodollar Loan that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans, (iii) a Eurocurrency Loan that will result from the requested conversion of all or part of the Local Rate Loans in any Denomination Currency into Eurocurrency Loans, (iv) the continuation of a Eurodollar Loan or a Eurocurrency Loan as such for an additional Interest PeriodPeriod (any such Loan described in clauses (i), (ii), (iii), or (c) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lendersiv) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (bthis Section 7.8(a) or (cbeing herein called an “Affected Loan”), the Administrative Agent shall promptly notify the Borrower and or the relevant Lenders thereof Local Fronting Lender (as soon the case may be) shall forthwith give telecopy or telephonic notice of such determination, confirmed in writing, to the relevant Borrower (with a copy to the Company, the Administrative Agent and any affected Lenders) at least two Business Days prior to, as practicable thereafter. Any such determination shall specify the basis case may be, the borrowing date for such determination and shallEurodollar Loan or Eurocurrency Loan, the conversion date for such Alternate Base Rate Loan or Local Rate Loan or the last day of the Interest Period applicable to such Eurodollar Loan or Eurocurrency Loan. Unless the relevant Borrower shall have notified the Administrative Agent (in the absence case of manifest errorany Syndicated Loan), be conclusive and binding for all purposes. Thereafterthe relevant Local Fronting Lender (in the case of any Local Loan) or the Administrative Agent promptly upon receipt of such telecopy or telephonic notice that it wishes to rescind or modify its request regarding such Affected Loans, then, as the case may be, (x) any requested Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period Loan shall be made as ABR Loansan Alternate Base Rate Loan, continued as an Alternate Base Rate Loan or converted into an Alternate Base Rate Loan or (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans requested Local Loan which is a Eurocurrency Loan shall be made as a Local Rate Loan, continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loansa Local Rate Loan or converted into a Local Rate Loan. Until any such notice has been withdrawn by the Administrative AgentAgent or the relevant Local Fronting Lender, as the case may be, no further Eurodollar Affected Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loansmade.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period, Period the Administrative Agent or the Required Lenders shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (ai) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (bii) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (ciii) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (ai), (bii) or (ciii), the Administrative Agent shall promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period(a) If, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Term SOFR Loan or Term SOFR Daily Floating Rate Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuationthereof, as applicable, (bi) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate has been determined in accordance with Section 2.13(b), and the circumstances under clause (i) of Section 2.13(b) or the Scheduled Unavailability Date has occurred, or (B) adequate and reasonable means do not otherwise exist for ascertaining the Eurodollar determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate for such Interest PeriodLoan or Term SOFR Daily Floating Rate, or (cii) the Eurodollar Rate determined Administrative Agent or to be determined the Required Lenders determine that for such any reason that Term SOFR for any requested Interest Period will with respect to a proposed Term SOFR Loan or that the Term SOFR Daily Floating Rate Loan does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by of funding such Lenders) of making or maintaining their affected Loans during such Interest Period, thenLoan, in any such case (a), (b) or (c)each case, the Administrative Agent shall will promptly so notify the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposeseach Lender. Thereafter, (x) any Eurodollar the obligation of the Lenders to make or maintain Term SOFR Loans, or to convert Base Rate Loans under the relevant Facility requested to be made on the first day of such Interest Period Term SOFR Loans, shall be made as ABR Loanssuspended (to the extent of the affected Term SOFR Loans or Interest Periods), (y) the obligation of the Lenders to make or maintain Term SOFR Daily Floating Rate Loans or to convert Base Rate Loans to Term SOFR Daily Floating Rate Loans shall be suspended (to the extent of the affected Term SOFR Daily Floating Rate Loans)and (z) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 2.13(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, or conversion to, or continuation of Term SOFR Loans under or Term SOFR Daily Floating Rate Loans (to the relevant Facility that were extent of the affected Term SOFR Loans or Interest Periods) or Term SOFR Daily Floating Rate Loans or, failing that, will be deemed to have converted such request into a request for a borrowing of Base Rate Loans in the amount specified therein and (ii) any outstanding Term SOFR Loans or Term SOFR Daily Floating Rate Loans shall be deemed to have been converted on to Base Rate Loans immediately in the first day case of such a Term SOFR Daily Floating Rate Loan, and, at the end of their respective applicable Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under in the relevant Facility shall be converted, on the last day case of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loansa Term SOFR Loan.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, event that the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerCompany) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, that (a) by reason of circumstances affecting the relevant interbank eurodollar market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for any Interest Period with respect to (i) proposed Loans that the Company has requested be made as Eurodollar Loans, (ii) any Eurodollar Loans that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the continuation of any Eurodollar Loan as such for an additional Interest Period, or (cb) dollar deposits in the Eurodollar Rate determined or relevant amount and for the relevant period with respect to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c)Eurodollar Loan are not generally available to the Lenders in their respective Eurodollar Lending Offices’ interbank eurodollar markets, the Administrative Agent shall promptly notify forthwith give telecopy notice of such determination, confirmed in writing, to the Borrower Company and the relevant Lenders thereof at least one day prior to, as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shallcase may be, in the absence of manifest errorrequested Borrowing Date, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested to be made on conversion date or the first last day of such Interest Period Period. If such notice is given (i) any requested Eurodollar Loans shall be made as ABR Alternate Base Rate Loans, (yii) any Alternate Base Rate Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans Alternate Base Rate Loans, and (ziii) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest PeriodPeriod applicable thereto, to ABR into Alternate Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor and no Alternate Base Rate Loans shall the Borrower have the right to convert Loans under the relevant Facility be converted to Eurodollar Loans.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (ai) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (bii) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (ciii) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (ai), (bii) or (ciii), the Administrative Agent shall promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) that adequate and reasonable means do not exist for ascertaining the Eurodollar Rate (including because the London Interbank Offered Rate is not available or published on a current basis) for such Interest Period, or (cb) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Eurodollar Loans during such Interest Period, then, in any such case (a), (b) or (c)) the Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Administrative Agent shall promptly notify give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders thereof as soon as practicable thereafter, and will also give prompt written notice to the Borrower when such conditions no longer exist. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, notice is given (xi) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (yii) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as ABR Base Rate Loans and (ziii) any each outstanding Eurodollar Loans under the relevant Facility Loan shall be converted, on the last day of the then-current Interest PeriodPeriod thereof, to ABR Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Base Rate Loans under the relevant Facility to Eurodollar Loans. If at any time the Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (b) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (b) above have not arisen but the supervisor for the administrator of the Eurodollar or a governmental authority having jurisdiction over the Agent has made a public statement identifying a specific date after which the Eurodollar Rate shall no longer be used for determining interest rates for loans, then the Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Credit Agreement to reflect such alternate rate of interest and such other related changes to this Credit Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the applicable margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Credit Agreement. Such amendment shall become effective without any further action or consent of any other party to this Credit Agreement so long as the Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this paragraph (but, in the case of the circumstances described in subclause (ii) of the first sentence of this paragraph, only to the extent the Eurodollar Rate for such Interest Period is not available or published at such time on a current basis), (x) any conversion or continuation pursuant to Section 2.7 shall be ineffective and (y) any Eurodollar Loan shall be made as a Base rate Loan.

Inability to Determine Interest Rate. If prior to As further set forth in Paragraph 8.11 of Section 8 hereof, in the first day of any Interest Period, event that the Administrative Agent shall have determined determine, or any Lender notifies the Agent in writing that it has determined, in the exercise of its reasonable business judgement (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof thatCompanies), that by reason of circumstances affecting the relevant interbank LIBOR market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and 58 reasonable means do not exist for ascertaining LIBOR applicable for any Interest Period with respect to (a) a proposed loan that any of the Eurodollar Companies have requested be made as a LIBOR Loan, (b) a LIBOR Loan that will result from the requested conversion of a Chase Bank Rate for such Interest Period, Loan into a LIBOR Loan or (c) the Eurodollar Rate determined continuation of LIBOR Loans beyond the expiration of the then current Interest Period with respect thereto, the Agent or such Lender, as applicable, shall forthwith give written notice of such determination to be determined the Companies at least one (1) day prior to, as the case may be, the requested borrowing date for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c)LIBOR Loan, the Administrative Agent shall promptly notify conversion date of such Chase Bank Rate Loan or the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested to be made on the first last day of such Interest Period Period. If such notice is given (i) any requested LIBOR Loan shall be made as ABR Loansa Chase Bank Rate Loan, (yii) any Loans under the relevant Facility Chase Bank Rate Loan that were was to have been converted on the first day of such Interest Period to Eurodollar Loans a LIBOR Loan shall be continued as ABR Loans a Chase Bank Rate Loan, and (ziii) any outstanding Eurodollar Loans under the relevant Facility LIBOR Loan shall be converted, on the last day of the then-then current Interest PeriodPeriod with respect thereto, to ABR Loansa Chase Bank Rate Loan. Until the Agent or such notice Lender has been withdrawn by the Administrative Agentsuch notice, no further Eurodollar Loans under the relevant Facility LIBOR Loan shall be made or continued as such, nor shall the Borrower Companies have the right to convert Loans under the relevant Facility a Chase Bank Rate Loan to Eurodollar Loansa LIBOR Loan.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each of the BorrowerBorrowers) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate with respect to any Eurocurrency Loan or the Swing Line Foreign Currency Rate for any Swing Line Foreign Currency Loan (in either case, the “Affected Rate”) for such Interest Period, or (c) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall promptly notify give telecopy or telephonic notice thereof to the Parent Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, notice is given (xa) any Eurodollar Eurocurrency Loans under the relevant Facility rate of interest applicable to which is based on the Affected Eurocurrency Rate requested to be made on the first day of such Interest Period shall be made as ABR LoansLoans (to the extent otherwise permitted by subsection 4.2), (yb) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate shall be converted to or continued as ABR Loans (to the extent otherwise permitted by subsection 4.2), (c) in the case of Tranche B Euro Term Loans or Swing Line Foreign Currency Loans subject to an Affected Rate, same shall remain outstanding and bear interest at the rate which reflects, as to each Tranche B Euro Term Loan Lender or the Swing Line Lender, as the case may be, such Lender’s cost of funding such Eurocurrency Loans, or Swing Line Foreign Currency Loans as reasonably determined by such Lender, plus the Applicable Margin hereunder (plus 1.50% per annum in the case of Swing Line Foreign Currency Loans), and (zd) any outstanding Eurodollar Eurocurrency Loans under that are Revolving Credit Loans that were to have been converted on the relevant Facility shall first day of such Interest Period to or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate and that are not otherwise permitted to be convertedconverted to or continued as ABR Loans by subsection 4.2 shall, upon demand by the Revolving Credit Lenders the Revolving Credit Commitment Percentage of which aggregate greater than 50%, be immediately repaid by the applicable Borrower on the last day of the then-then current Interest PeriodPeriod with respect thereto together with accrued interest thereon or otherwise, at the option of the Parent Borrower, shall remain outstanding and bear interest at a rate which reflects, as to ABR each of the Revolving Credit Lenders, such Revolving Credit Lender’s cost of funding such Eurocurrency Loans, as reasonably determined by such Revolving Credit Lender, plus the Applicable Margin hereunder. If any such repayment occurs on a day which is not the last day of the then current Interest Period with respect to such affected Eurocurrency Loan, the applicable Borrower shall pay to each of the Revolving Credit Lenders such amounts, if any, as may be required pursuant to subsection 4.12. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Eurocurrency Loans under the relevant Facility rate of interest applicable to which is based upon the Affected Eurocurrency Rate shall be made or continued as such, nor shall any of the Borrower Borrowers have the right to convert ABR Loans under to Eurocurrency Loans the relevant Facility rate of interest applicable to Eurodollar Loanswhich is based upon the Affected Eurocurrency Rate.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, event that the ------------------------------------ Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrowers) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, that (a) by reason of circumstances affecting the relevant interbank eurodollar market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for any Interest Period with respect to (i) proposed Loans that the Company, as agent for the Borrowers, has requested be made as Eurodollar Loans, (ii) any Eurodollar Loans that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the continuation of any Eurodollar Loan as such for an additional Interest Period, or (cb) dollar deposits in the Eurodollar Rate determined or relevant amount and for the relevant period with respect to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c)Eurodollar Loan are not generally available to the Lenders in their respective Eurodollar Lending Offices' interbank eurodollar markets, the Administrative Agent shall promptly notify forthwith give telecopy notice of such determination, confirmed in writing, to the Borrower Company and the relevant Lenders thereof at least one day prior to, as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shallcase may be, in the absence of manifest errorrequested Borrowing Date, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested to be made on conversion date or the first last day of such Interest Period Period. If such notice is given (i) any requested Eurodollar Loans shall be made as ABR Alternate Base Rate Loans, (yii) any Alternate Base Rate Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Alternate Base Rate Loans and (ziii) any outstanding Eurodollar Loans under the relevant Facility shall be converted, converted on the last day of the then-then current Interest Period, to ABR Period applicable thereto into Alternate Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor and no Alternate Base Rate Loans shall the Borrower have the right to convert Loans under the relevant Facility be converted to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to (a) In the first day of any Interest Period, event that the ------------------------------------ Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrowers) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, that by reason of circumstances affecting the relevant marketinterbank eurodollar market generally, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (c) the Eurodollar Rate determined or to be determined for such any requested Interest Period will not adequately and fairly reflect the cost with respect to such Lenders (Committed Rate Loans that a Borrower has requested be made as, continued as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c)converted into Eurodollar Loans, the Administrative Agent shall promptly notify the give notice of such determination to such Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify Banks prior to the basis first day of the requested Interest Period for such determination and shallEurodollar Loans. If such notice is given, such Borrower may (i) in accordance with the provisions of subsection 2.1 or 2.9, as the case may be (including any requirements for notification), request that the affected Loans be made as, continued as or converted into, as the case may be, ABR Loans, or (ii) in the absence case of manifest error, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period Period, withdraw the notice given under subsections 2.1 or 2.9, as the case may be, by giving telephonic notice to the Administrative Agent, no later than 10:00 A.M. (New York City time) on the applicable Borrowing Date, confirmed in writing no later than one Business Day after such telephonic notice is given; provided -------- that if the Administrative Agent does not receive any notice permitted from the relevant Borrower hereunder, such Borrower shall be made as ABR Loans, (y) any Loans under the relevant Facility that were deemed to have been converted on requested that the first day of such Interest Period to Eurodollar affected Loans shall be made as, continued as ABR Loans and (z) any outstanding Eurodollar Loans under or converted into, as the relevant Facility shall be convertedcase may be, on the last day of the then-current Interest Period, to ABR Loans. Until such the notice given pursuant to the first sentence of this paragraph has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or as, continued as suchor converted into, nor shall as the Borrower have the right to convert Loans under the relevant Facility to case may be, Eurodollar Loans.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, event that the Administrative Agent or the Required Lenders shall have reasonably determined (which determination shall be conclusive and binding upon the BorrowerBorrowers) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, that (a) by reason of circumstances affecting the relevant interbank eurodollar market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for any Interest Period with respect to (i) proposed Loans that the Borrowers have requested be made as Eurodollar Loans, (ii) any Eurodollar Loans that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the continuation of any Eurodollar Loan as such for an additional Interest Period, or (cb) Dollar deposits in the Eurodollar Rate determined or relevant amount and for the relevant period with respect to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c)Eurodollar Loan are not generally available to the Lenders in their respective Eurodollar Lending Offices’ interbank eurodollar markets, the Administrative Agent shall promptly notify forthwith give telecopy notice of such determination, confirmed in writing, to the Borrower Borrowers and the relevant Lenders thereof at least one day prior to, as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shallcase may be, in the absence of manifest errorrequested Borrowing Date, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested to be made on conversion date or the first last day of such Interest Period Period. If such notice is given (i) any requested Eurodollar Loans shall be made as ABR Alternate Base Rate Loans, (yii) any Alternate Base Rate Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans Alternate Base Rate Loans, and (ziii) any outstanding Eurodollar Loans under the relevant Facility shall be converted, converted on the last day of the then-then current Interest Period, to ABR Period applicable thereto into Alternate Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor and no Alternate Base Rate Loans shall the Borrower have the right to convert Loans under the relevant Facility be converted to Eurodollar Loans.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest PeriodPeriod (or, as applicable, on any day on which an ABR Loan bearing interest determined by reference to the Eurodollar Rate, is outstanding), the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan, a request for an ABR Loan to bear interest with reference to the Eurodollar Rate, or a conversion to or a continuation thereof of either of the foregoing that, by reason of circumstances affecting the relevant market, (ai) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (bii) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (ciii) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (ai), (bii) or (ciii), the Administrative Agent shall promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (xi) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (yii) any such requested ABR Loans which were to have utilized the Eurodollar Rate component in determining the ABR shall not utilize a Eurodollar Rate component in determining the ABR applicable to such requested ABR Loan, (iii) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (ziv) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans, and the utilization of the Eurodollar Rate component in determining ABR shall be suspended.

Inability to Determine Interest Rate. If prior to (a) In the first day of any Interest Period, event that the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrowers) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, that by reason of circumstances affecting the relevant marketinterbank eurodollar market generally, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (c) the Eurodollar Rate determined or to be determined for such any requested Interest Period will not adequately and fairly reflect the cost with respect to such Lenders (Committed Rate Loans that a Borrower has requested be made as, continued as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c)converted into Eurodollar Loans, the Administrative Agent shall promptly notify the give notice of such determination to such Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify Banks prior to the basis first day of the requested Interest Period for such determination and shallEurodollar Loans. If such notice is given, such Borrower may (i) in accordance with the provisions of subsection 2.1 or 2.9, as the case may be (including any requirements for notification), request that the affected Loans be made as, continued as or converted into, as the case may be, ABR Loans, or (ii) in the absence case of manifest error, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period Period, withdraw the notice given under subsections 2.1 or 2.9, as the case may be, by giving telephonic notice to the Administrative Agent, no later than 10:00 A.M. (New York City time) on the applicable Borrowing Date, confirmed in writing no later than one Business Day after such telephonic notice is given; PROVIDED that if the Administrative Agent does not receive any notice permitted from the relevant Borrower hereunder, such Borrower shall be made as ABR Loans, (y) any Loans under the relevant Facility that were deemed to have been converted on requested that the first day of such Interest Period to Eurodollar affected Loans shall be made as, continued as ABR Loans and (z) any outstanding Eurodollar Loans under or converted into, as the relevant Facility shall be convertedcase may be, on the last day of the then-current Interest Period, to ABR Loans. Until such the notice given pursuant to the first sentence of this paragraph has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or as, continued as suchor converted into, nor shall as the Borrower have the right to convert Loans under the relevant Facility to case may be, Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, the Administrative Agent or the Canadian Agent, as applicable, shall have determined (which determination shall be conclusive and binding upon each of the BorrowerBorrowers) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate with respect to any Eurocurrency Loan (the “Affected Eurocurrency Rate”) or the BA Rate (the “Affected BA Rate”) with respect to any Bankers’ Acceptance or BA Equivalent Loans for such Interest Period, or (c) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent or the Canadian Agent, as applicable, shall promptly notify give telecopy or telephonic notice thereof to the Borrower Representative and the relevant Lenders thereof as soon as practicable thereafter. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, notice is given (xa) any Eurodollar Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans under the relevant Facility rate of interest applicable to which is based on the Affected Eurocurrency Rate or the Affected BA Rate, as applicable, requested to be made on the first day of such Interest Period shall be made as ABR Loans, (yb) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar or continued as Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans the rate of interest applicable to which is based on the Affected Eurocurrency Rate or the Affected BA Rate, as applicable, shall be converted to or continued as ABR Loans, (c) as to the Swing Line Lender, as the case may be, such Lender’s cost of funding such Eurocurrency Loans or as reasonably determined by such Lender, plus the Applicable Margin hereunder and (d) any outstanding Eurocurrency Loans, Bankers’ Acceptances or, BA Equivalent Loans that were to have been converted on the first day of such Interest Period to or continued as Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate or Affected BA Rate and that are not otherwise permitted to be converted to or continued as ABR Loans and (z) any outstanding Eurodollar Loans under by subsection 4.2 shall, upon demand by the relevant Lenders the Commitment Percentage of which aggregate greater than 50.0% of such U.S. Facility shall Revolving Credit Loan or Canadian Facility Revolving Credit Loan, as applicable, be converted, immediately repaid by the applicable Borrower on the last day of the then-then current Interest PeriodPeriod with respect thereto together with accrued interest thereon or otherwise, at the option of the Borrower Representative, shall remain outstanding and bear interest at a rate which reflects, as to ABR each of the Lenders, such Lender’s cost of funding such Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans as reasonably determined by such Lender, plus the Applicable Margin hereunder. If any such repayment occurs on a day which is not the last day of the then current Interest Period with respect to such affected Eurocurrency Loan, Bankers’ Acceptances or BA Equivalent Loan, the applicable Borrower shall pay to each of the Lenders such amounts, if any, as may be required pursuant to subsection 4.12. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans under the relevant Facility rate of interest applicable to which is based upon the Affected Eurocurrency Rate or Affected BA Rate shall be made or continued as such, nor shall any of the Borrower Borrowers have the right to convert ABR Loans under to Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans the relevant Facility rate of interest applicable to Eurodollar Loanswhich is based upon the Affected Eurocurrency Rate or Affected BA Rate.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period, or as applicable, on any day on which an ABR Loan bearing interest determined by reference to the Eurodollar Rate is outstanding), the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan, a request for an ABR Loan to bear interest with reference to the Eurodollar Rate, or a conversion to or a continuation thereof of either of the foregoing that, by reason of circumstances affecting the relevant market, (ai) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (bii) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (ciii) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (ai), (bii) or (ciii), the Administrative Agent shall promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (xw) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (x) any such requested ABR Loans which were to have utilized a Eurodollar Rate component in determining the ABR shall not utilize a Eurodollar Rate component in determining the ABR applicable to such requested ABR Loan, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans, and the utilization of the Eurodollar Rate component in determining the ABR shall be suspended.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, the Administrative Agent or the Canadian Agent, as applicable, shall have determined (which determination shall be conclusive and binding upon each of the BorrowerBorrowers) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate with respect to any Eurocurrency Loan (the “Affected Eurocurrency Rate”) or the BA Rate (the “Affected BA Rate”) with respect to any Bankers’ Acceptance or BA Equivalent Loans for such Interest Period, or (c) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent or the Canadian Agent, as applicable, shall promptly notify give telecopy or telephonic notice thereof to the Parent Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, notice is given (xa) any Eurodollar Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans under the relevant Facility rate of interest applicable to which is based on the Affected Eurocurrency Rate or the Affected BA Rate, as applicable, requested to be made on the first day of such Interest Period shall be made as ABR LoansLoans (to the extent otherwise permitted by Section 4.2), (yb) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar or continued as Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate or Affected BA Rate shall be converted to or continued as ABR Loans (to the extent otherwise permitted by Section 4.2) and (zc) any outstanding Eurodollar Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans under that were to have been converted on the relevant first day of such Interest Period to or continued as Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate or Affected BA Rate and that are not otherwise permitted to be converted to or continued as ABR Loans by Section 4.2 shall, upon demand by the applicable Revolving Credit Lenders the Commitment Percentage of which aggregate greater than 50% of such U.S. Facility shall Revolving Credit Loans or Canadian Facility Revolving Credit Loans, as applicable, be converted, immediately repaid by the applicable Borrower on the last day of the then-then current Interest PeriodPeriod with respect thereto together with accrued interest thereon or otherwise, at the option of the Parent Borrower, shall remain outstanding and bear interest at a rate which reflects, as to ABR each of the Revolving Credit Lenders, such Revolving Credit Lender’s cost of funding such Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans, as reasonably determined by such Revolving Credit Lender, plus the Applicable Margin hereunder. If any such repayment occurs on a day which is not the last day of the then current Interest Period with respect to such affected Eurocurrency Loan, Bankers’ Acceptances or BA Equivalent Loan, the applicable Borrower shall pay to each of the applicable Revolving Credit Lenders such amounts, if any, as may be required pursuant to Section 4.12. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans under the relevant Facility rate of interest applicable to which is based upon the Affected Eurocurrency Rate or Affected BA Rate shall be made or continued as such, nor shall any of the Borrower Borrowers have the right to convert ABR Loans under to Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans the relevant Facility rate of interest applicable to Eurodollar Loanswhich is based upon the Affected Eurocurrency Rate or Affected BA Rate.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the each Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate with respect to any Eurocurrency Loan (the “Affected Rate”) for such Interest Period, or (c) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall promptly notify give telecopy or telephonic notice thereof to the Borrower Representative and the relevant Lenders thereof as soon as practicable thereafter. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, notice is given (xa) any Eurodollar Eurocurrency Loans under the relevant Facility rate of interest applicable to which is based on the Affected Rate requested to be made on the first day of such Interest Period shall be made as ABR Loans, (yb) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Rate shall be converted to or continued as ABR Loans, (c) as to the Swing Line Lender, as the case may be, such Lender’s cost of funding such Eurocurrency Loans or as reasonably determined by such Lender, plus the Applicable Margin hereunder and (d) any outstanding Eurocurrency Loans that are Revolving Loans that were to have been converted on the first day of such Interest Period to or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Rate and that are not otherwise permitted to be converted to or continued as ABR Loans and (z) any outstanding Eurodollar Loans under by subsection 4.2 shall, upon demand by the relevant Facility shall Lenders the Commitment Percentage of which aggregate greater than 50%, be converted, immediately repaid by the applicable Borrower on the last day of the then-then current Interest PeriodPeriod with respect thereto together with accrued interest thereon or otherwise, at the option of the Borrower Representative, shall remain outstanding and bear interest at a rate which reflects, as to ABR each of the Lenders, such Lender’s cost of funding such Eurocurrency Loans, as reasonably determined by such Lender, plus the Applicable Margin hereunder. If any such repayment occurs on a day which is not the last day of the then current Interest Period with respect to such affected Eurocurrency Loan, the applicable Borrower shall pay to each of the Lenders such amounts, if any, as may be required pursuant to subsection 4.12. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Eurocurrency Loans under the relevant Facility rate of interest applicable to which is based upon the Affected Rate shall be made or continued as such, nor shall any of the Borrower Borrowers have the right to convert ABR Loans under to Eurocurrency Loans the relevant Facility rate of interest applicable to Eurodollar Loanswhich is based upon the Affected Rate.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (c) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Revolving Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Revolving Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, the Administrative Agent Lender shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrowers) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (c) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders Lender (as conclusively certified by such LendersLender) of making or maintaining their affected Loans during such Interest Period, then, in any such case of (a), (b) or (c), the Administrative Agent Lender shall promptly notify the Borrower and the relevant Lenders Borrowers thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative AgentLender, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower Borrowers have the right to convert Loans under the relevant Facility to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day Notwithstanding any other provision of any Interest Periodthis Credit Agreement, if (i) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon the Borrowerabsent manifest error) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount reasonable and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate LIBOR for such Interest Period, or (cii) the Eurodollar Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate determined or to be determined for such Interest Period will does not adequately and fairly reflect the cost to such Lenders (of funding LIBOR Rate Loans that a Borrower has requested be outstanding as conclusively certified by such Lenders) of making or maintaining their affected Loans a LIBOR Tranche during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall promptly notify the Borrower forthwith give telephone notice of such determination, confirmed in writing, to such Borrower, and the relevant Lenders thereof as soon as practicable thereafterat least two Business Days prior to the first day of such Interest Period. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, notice is given (xa) any Eurodollar Foreign Currency Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made made, at the sole option of the applicable Borrower, in Dollars as ABR LoansAlternate Base Rate Loans or such request shall be cancelled, (yb) any affected LIBOR Rate Loans under requested to be made on the relevant Facility first day of such Interest Period shall be made, at the sole option of the applicable Borrower, in Dollars as Alternate Base Rate Loans and (c) any affected Loans that were to have been converted on the first day of such Interest Period to Eurodollar or continued as LIBOR Rate Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under converted to or continued, at the relevant Facility shall be converted, on the last day sole option of the then-current Interest Periodapplicable Borrower, to ABR in Dollars as Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made as, continued as, or continued as suchconverted into, nor shall LIBOR Rate Loans for the Borrower have the right to convert Loans under the relevant Facility to Eurodollar LoansInterest Periods so affected.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period, the Administrative Agent or the Required Lenders shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (ai) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (bii) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (ciii) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (ai), (bii) or (ciii), the Administrative Agent shall promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day Notwithstanding any other provision of any Interest Periodthis Credit Agreement, if (i) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon the Borrowerabsent manifest error) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount reasonable and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate LIBOR for such Interest Period, or (cii) the Eurodollar Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate determined or to be determined for such Interest Period will does not adequately and fairly reflect the cost to such Lenders (of funding LIBOR Rate Loans that a Borrower has requested be outstanding as conclusively certified by such Lenders) of making or maintaining their affected Loans a LIBOR Tranche during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall promptly notify the Borrower forthwith give telephone notice of such determination, confirmed in writing, to such Borrower, and the relevant Lenders thereof as soon as practicable thereafterat least two Business Days prior to the first day of such Interest Period. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, notice is given (xa) any Eurodollar Foreign Currency Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made made, at the sole option of the applicable Borrower, in Dollars as ABR LoansAlternate Base Rate Loans or such request shall be cancelled, (yb) any affected LIBOR Rate Loans under the relevant Facility that were requested to have been converted be made on the first day of such Interest Period shall be made, at the sole option of the applicable Borrower, in Dollars as Alternate Base Rate Loans and (c) any affected Loans that on the first day of such Interest Period were to Eurodollar have been converted to or continued as LIBOR Rate Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under converted to or continued, at the relevant Facility shall be converted, on the last day sole option of the then-current Interest Periodapplicable Borrower, to ABR in Dollars as Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made as, continued as, or continued as suchconverted into, nor shall LIBOR Rate Loans for the Borrower have the right to convert Loans under the relevant Facility to Eurodollar LoansInterest Periods so affected.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, event that the Administrative Agent Bank shall have determined (which determination shall be conclusive and binding upon the BorrowerCo-Borrowers) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant London interbank market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Reserve Adjusted Libor applicable pursuant to Section 3.01(b) for any requested Interest Period with respect to (a) the making of an LIBOR Loan, (b) a LIBOR Loan that will result from the requested conversion of a Prime Rate for such Interest PeriodLoan into a LIBOR Loan, or (c) the Eurodollar Rate determined or continuation of a LIBOR Loan beyond the expiration of the then current Interest Period with respect thereto, the Bank shall forthwith give notice of such determination, confirmed in writing, to be determined the Co-Borrowers at least one Business Day prior to, as the case may be, the requested Borrowing Date for such Interest Period will not adequately and fairly reflect LIBOR Loan, the cost to conversion date of such Lenders (as conclusively certified by such Lenders) Prime Rate Loan or the last day of making or maintaining their affected Loans during such Interest Period, then, in any . If such case notice is given (a)) any LIBOR Loan that was to have been made shall be made as a Prime Rate Loan, (b) or (c), the Administrative Agent shall promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility Prime Rate Loan that were was to have been converted on the first day of such Interest Period to Eurodollar Loans a LIBOR Loan shall be continued as ABR Loans a Prime Rate Loan and (zc) any outstanding Eurodollar Loans under the relevant Facility LIBOR Loan shall be converted, on the last day of the then-then current Interest PeriodPeriod with respect thereto, to ABR Loansa Prime Rate Loan. Until such notice has been withdrawn by the Administrative AgentBank, no further Eurodollar Loans under the relevant Facility which notice of withdrawal shall be made or continued as suchgiven promptly after the Bank determines that such conditions no longer exist, nor the Co-Borrowers shall the Borrower not have the right to request a LIBOR Loan or to convert Loans under the relevant Facility a Prime Rate Loan to Eurodollar Loansa LIBOR Loan.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each of the BorrowerBorrowers) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate with respect to any Eurocurrency Loan (the “Affected Eurocurrency Rate”) or the BA Rate (the “Affected BA Rate”) with respect to any BA Equivalent Loans for such Interest Period, or (c) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall promptly notify give telecopy or telephonic notice thereof to the Borrower Representative and the relevant Lenders thereof as soon as practicable thereafter. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafternotice is given, (xa) any Eurodollar Eurocurrency Loans under or BA Equivalent Loans the relevant Facility rate of interest applicable to which is based on the Affected Eurocurrency Rate or the Affected BA Rate, as applicable, requested to be made on the first day of such Interest Period shall be made as ABR LoansLoans in the applicable currency, (yb) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar or continued as Eurocurrency Loans or BA Equivalent Loans the rate of interest applicable to which is based on the Affected Eurocurrency Rate or the Affected BA Rate, as applicable, shall be converted to or continued as ABR Loans in the applicable currency, (c) as to the Swing Line Lender, as the case may be, such Lender’s cost of funding such Eurocurrency Loans or as reasonably determined by such Lender, plus the Applicable Margin hereunder and (zd) any outstanding Eurodollar Eurocurrency Loans under or BA Equivalent Loans that were to have been converted on the relevant first day of such Interest Period to or continued as Eurocurrency Loans or BA Equivalent Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate or Affected BA Rate and that are not otherwise permitted to be converted to or continued as ABR Loans in the applicable currency by subsection 4.2 shall, upon demand by the Lenders the Commitment Percentage of which aggregate greater than 50.0% of such U.S. Facility shall Revolving Credit Loan or Canadian Facility Revolving Credit Loan, as applicable, be converted, immediately repaid by the applicable Borrower on the last day of the then-then current Interest PeriodPeriod with respect thereto together with accrued interest thereon or otherwise, at the option of the Borrower Representative, shall remain outstanding and bear interest at a rate which reflects, as to ABR Loanseach of the Lenders, such Lender’s cost of funding such Eurocurrency Loans or BA Equivalent Loans as reasonably determined by such Lender, plus the Applicable Margin hereunder. If any such repayment occurs on a day which is not the last day of the then current Interest Period with respect to such affected Eurocurrency Loan or BA Equivalent Loan, the applicable Borrower shall pay to each of the Lenders such amounts, if any, as may be required pursuant to subsection 4.12. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Eurocurrency Loans under or BA Equivalent Loans the relevant Facility rate of interest applicable to which is based upon the Affected Eurocurrency Rate or Affected BA Rate shall be made or continued as such, nor shall any of the Borrower Borrowers have the right to convert ABR Loans under to Eurocurrency Loans or BA Equivalent Loans the relevant Facility rate of interest applicable to Eurodollar Loanswhich is based upon the Affected Eurocurrency Rate or Affected BA Rate.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrowers) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (bi) adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate for such Interest Period, Period or (cii) deposits (whether in U.S. Dollars or a Foreign Currency) are not being offered to banks in the Eurodollar Rate determined or to be determined applicable offshore interbank market for such currency for the applicable amount and Interest Period will not adequately and fairly reflect the cost to of such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c)Eurocurrency Loan, the Administrative Agent shall promptly notify the Borrower give written notice thereof to Airgas and the relevant affected Lenders thereof as soon as practicable thereafter. Any If such determination shall specify notice is given, the basis applicable Borrower may revoke any pending request for such determination and shalla borrowing of, conversion to or extension of Eurocurrency Loans in the absence affected currency or currencies or, failing that and until such time as such notice has been withdrawn by the Agent, (A) in the case of manifest error, be conclusive and binding for all purposes. ThereafterEurocurrency Loans of Airgas that are denominated in U.S. Dollars, (x) any Eurodollar such Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, U.S. Base Rate Loans and (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar or extended as Eurocurrency Loans shall be continued converted to or extended as ABR U.S. Base Rate Loans and (B) in the case of (1) Eurocurrency Loans of a Foreign Borrower that are denominated in U.S. Dollars or (2) any Eurocurrency Loans that are denominated in a Foreign Currency, (x) any such Eurocurrency Loans requested to be made on the first day of such Interest Period shall be made (assuming that the circumstances described in clause (ii) immediately above have not occurred) bearing interest at such rate as the Agent and the applicable Borrower shall agree adequately reflects the cost to the Foreign Currency Lenders of making such Loans, (y) any Loans that were to have been extended as of the first day of such Interest Period shall be extended (assuming that the circumstances described in clause (ii) immediately above have not occurred) bearing interest at such rate as the Agent and the applicable Borrower shall agree adequately reflects the cost to the Foreign Currency Lenders of maintaining such Loans and (z) if the circumstances described in clause (ii) immediately above have occurred, then any request for a borrowing in such currency shall be ineffective and any outstanding Eurodollar Loans under the relevant Facility denominated in such currency shall be converted, on repaid in full at the last day end of the then-current Interest PeriodPeriod (or such earlier time, to ABR Loans. Until such notice has been withdrawn if any, as required by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loanslaw).

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period, or as applicable, on any day on which an ABR Loan bearing interest determined by reference to the Eurodollar Rate is outstanding) the Administrative Agent or the Required Lenders shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan, a request for an ABR Loan to bear interest with reference to the Eurodollar Rate, or a conversion to or a continuation thereof of either of the foregoing that, by reason of circumstances affecting the relevant market, (ai) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (bii) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (ciii) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (ai), (bii) or (ciii), the Administrative Agent shall promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (xw) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (x) any such requested ABR Loans which were to have utilized a Eurodollar Rate component in determining the ABR shall not utilize a Eurodollar Rate component in determining the ABR applicable to such requested ABR Loan, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans, and the utilization of the Eurodollar Rate component in determining the ABR shall be suspended.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, event that the Administrative Agent or the Required Lenders shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, that (a) by reason of circumstances affecting the relevant interbank eurodollar market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for any Interest Period with respect to (i) proposed Loans that Bor- rower has requested be made as Eurodollar Loans, (ii) any Eurodollar Loans that will result from the requested conversion of all or part of the Alter- nate Base Rate Loans into Eurodollar Loans or (iii) the continuation of any Eurodollar Loan as such for an additional Interest Period, or (cb) dollar deposits in the Eurodollar Rate determined or relevant amount and for the relevant period with respect to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c)Eurodollar Loan are not generally available to the Lenders in their respective Eurodollar Lending Offices' interbank eurodollar markets, the Administrative Agent shall promptly notify the forthwith give telecopy notice of such de- termination, confirmed in writing, to Borrower and the relevant Lenders thereof at least one day prior to, as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shallcase may be, in the absence of manifest errorrequested Borrowing Date, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested to be made on conver- sion date or the first last day of such Interest Period Period. If such notice is given (i) any requested Eurodollar Loans shall be made as ABR Alternate Base Rate Loans, (yii) any Alternate Base Rate Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans Alternate Base Rate Loans, and (ziii) any outstanding Eurodollar Loans under the relevant Facility shall be converted, converted on the last day of the then-then current Interest Period, to ABR Period applicable thereto into Alternate Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor and no Alternate Base Rate Loans shall the Borrower have the right to convert Loans under the relevant Facility be converted to Eurodollar Loans. 4.9.

Inability to Determine Interest Rate. If prior to (a) In the first day of any Interest Period, event that the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrowers) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, that by reason of circumstances affecting the relevant marketinterbank eurodollar market generally, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (c) the Eurodollar Rate determined or to be determined for such any requested Interest Period will not adequately and fairly reflect the cost with respect to such Lenders (Committed Rate Loans that a Borrower has requested be made as, continued as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c)converted into Eurodollar Loans, the Administrative Agent shall promptly notify the give notice of such determination to such Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify Banks prior to the basis first day of the requested Interest Period for such determination and shallEurodollar Loans. If such notice is given, such Borrower may (i) in accordance with the provisions of subsection 2.1 or 2.9, as the case may be (including any requirements for notification), request that the affected Loans be made as, continued as or converted into, as the case may be, ABR Loans, or (ii) in the absence case of manifest error, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period Period, withdraw the notice given under subsection 2.1 or 2.9, as the case may be, by giving telephonic notice to the Administrative Agent, no later than 10:00 A.M. (New York City time) on the applicable Borrowing Date, confirmed in writing no later than one Business Day after such telephonic notice is given; provided that if the Administrative Agent does not receive any notice permitted from the relevant Borrower hereunder, such Borrower shall be made as ABR Loans, (y) any Loans under the relevant Facility that were deemed to have been converted on requested that the first day of such Interest Period to Eurodollar affected Loans shall be made as, continued as ABR Loans and (z) any outstanding Eurodollar Loans under or converted into, as the relevant Facility shall be convertedcase may be, on the last day of the then-current Interest Period, to ABR Loans. Until such the notice given pursuant to the first sentence of this paragraph has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or as, continued as suchor converted into, nor shall as the Borrower have the right to convert Loans under the relevant Facility to case may be, Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant marketthereof, (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such requested Loan Eurodollar Loan, or conversion or continuation, as applicable, (bii) adequate and reasonable means do not exist for ascertaining determining the Eurodollar Rate for such any requested Interest PeriodPeriod with respect to a proposed Eurodollar Loan or in connection with an existing or proposed ABR Loan (in each case with respect to clause (a) above, “Impacted Loans”), or (cb) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate determined or to be determined for such any requested Interest Period will with respect to a proposed Eurodollar Loan does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by of funding such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c)Eurodollar Loan, the Administrative Agent shall will promptly so notify the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposeseach Lender. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested obligation of the Lenders to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to make or maintain Eurodollar Loans shall be continued as suspended (to the extent of the affected Eurodollar Loans or Interest Periods) and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the ABR, the utilization of the Eurodollar Rate component in determining the ABR shall be suspended, in each case until the Administrative Agent upon the instruction of the Required Lenders revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Eurodollar Loans (to the extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for ABR Loans and (z) any outstanding Eurodollar Loans under in the relevant Facility shall be convertedamount specified therein. Notwithstanding the foregoing, on if the last day of Administrative Agent has made the then-current Interest Perioddetermination described in this Section, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the relevant Facility shall be made first sentence of this Section, (2) the Administrative Agent or continued as such, nor shall the Required Lenders notify the Administrative Agent and the Borrower have that such alternative interest rate does not adequately and fairly reflect the right cost to convert such Lenders of funding the Impacted Loans, or (3) any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans under whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the relevant Facility authority of such Lender to Eurodollar Loansdo any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, : the Administrative Agent shall have determined in its good faith judgment (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (c) the Administrative Agent shall have received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the actual cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall promptly notify give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, notice is given (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans. The Administrative Agent shall promptly withdraw such notice when Eurodollar Loans are again available.

Inability to Determine Interest Rate. If prior to the first day Notwithstanding any other provision of any Interest Periodthis Agreement, if (i) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon the Borrowerabsent manifest error) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, (A) by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount reasonable and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining LIBOR for an Interest Period or for an Alternative Currency, (B) a fundamental change has occurred in the Eurodollar Rate foreign exchange or interbank markets with respect to any Alternative Currency (including, without limitation, changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls) or (C) it has become otherwise materially impractical for such Interest Periodthe Administrative Agent or the Lenders to make any Loan in an Alternative Currency, or (cii) the Eurodollar Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate determined or to be determined for such Interest Period will does not adequately and fairly reflect the cost to such Lenders (of funding LIBOR Rate Loans that the Borrower has requested be outstanding as conclusively certified by such Lenders) of making or maintaining their affected Loans a LIBOR Tranche during such an Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall promptly notify forthwith give telephone notice of such determination, confirmed in writing, to the Borrower and the relevant Lenders thereof Lenders. Unless the Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify its request regarding such LIBOR Rate Loans or Alternative Currency Loans, as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shallapplicable, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility that were requested to be made on the first day of such Interest Period as LIBOR Rate Loans or Alternative Currency Loans, as applicable, shall be made as ABR Alternate Base Rate Loans in Dollars and any Loans that were requested to be converted into or continued as LIBOR Rate Loans or Alternative Currency Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans as applicable, shall be continued as ABR converted into Alternate Base Rate Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loansin Dollars. Until any such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made as, continued as, or continued converted into, LIBOR Rate Loans or Alternative Currency Loans, as suchapplicable, nor shall for the Borrower have the right to convert Loans under the relevant Facility to Eurodollar LoansInterest Periods or Alternative Currencies so affected.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, the Administrative Agent or the Required Lenders (after consultation with the Administrative Agent) shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (c) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans.

Inability to Determine Interest Rate. If (a) In the event, and on each occasion, that on the day two Business Days prior to the first day commencement of any Interest PeriodPeriod for a Eurocurrency Borrowing of any Type, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) that Dollar deposits or deposits in the Alternative Currency in which such Borrowing is to be denominated in the principal amounts of the Loans comprising such Borrowing are not being offered to banks generally available in the London interbank market for the applicable amount and Interest Period of such requested Loan market, or conversion or continuation, as applicable, (b) adequate and that reasonable means do not exist for ascertaining the Eurodollar LIBO Rate or EURIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the applicable Borrower and the Lenders and, until the Administrative Agent shall have advised the applicable Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by a Borrower for a Eurocurrency Competitive Borrowing pursuant to Section 2.06 shall be of no force or effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Term Borrowing, Eurocurrency Standby Borrowing of the affected Type or in the affected currency shall be deemed to be a request for a Base Rate Borrowing denominated in Dollars and (iii) any Interest Election Request that requests the conversion of any Standby Borrowing and/or Term Borrowing to, or continuation of any Standby Borrowing or Term Borrowing, as applicable, as, a Eurocurrency Borrowing shall be ineffective, and unless repaid such Borrowing shall be converted to or continued on the last day of the Interest PeriodPeriod applicable thereto (A) if such Borrowing is denominated in Dollars, as a Base Rate Borrowing, or (cB) if such Borrowing is denominated in any Alternative Currency, as a Borrowing bearing interest at such rate as the Eurodollar Rate determined or to be determined for such Interest Period will not Administrative Agent shall determine adequately and fairly reflect reflects the cost to such the affected Lenders (as conclusively certified by such Lendersor Lender) of making or maintaining their affected Loans during (or its Loan) included in such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis Borrowing for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period (which shall at no time be made as ABR Loans, (yless than 0.00% per annum) any Loans under plus the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar LoansApplicable Margin.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period, (i) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowerBorrowers) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (cii) the Administrative Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Eurodollar Loans during such Interest Period, then, in any such case (a), (b) or (c)iii) U.S. Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Administrative Agent shall promptly notify give telecopy or telephonic notice thereof to the Borrower Borrowers and the relevant Lenders thereof as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafternotice is given, (xA) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (yB) any Revolving Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as ABR Base Rate Loans and (zC) any each outstanding Eurodollar Loans under the relevant Facility Loan shall be converted, on the last day of the then-current Interest PeriodPeriod thereof, to ABR Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower Borrowers have the right to convert Base Rate Loans under the relevant Facility or LMIR Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If Subject to clauses (b), (c), (d), (e) and (f) of this Section 2.16, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Daily Simple SOFR” cannot be determined in accordance with the terms of this Agreement (solely to the extent Daily Simple SOFR is being used as an alternate rate of interest pursuant to this Section 2.16) or that Term SOFR cannot be determined in accordance with the terms of this Agreement on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Parent Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Parent Borrower, any obligation of the Lenders to make or continue Term SOFR Loans or to convert ABR Loans to Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or, in the case of a Term SOFR Borrowing, the affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the applicable Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or, in the case of a Term SOFR Borrowing, the affected Interest Periods) or, failing that, such Borrower will be deemed to have determined converted any such request into a request for a Borrowing of or conversion to, at the option of such Borrower, (x) Daily Simple SOFR Loans (if available) or (y) if Daily Simple SOFR Loans are not available, ABR Loans, in each case, in the amount specified therein or, failing that, in the case of any request for an affected Term SOFR Borrowing, then such request shall be ineffective and (ii) any outstanding affected Term SOFR Loans denominated in Dollars will be deemed to have been converted into, at the option of such Borrower, (x) Daily Simple SOFR Loans (if available) or (y) if Daily Simple SOFR Loans are not available, ABR Loans. Upon any such conversion, such Borrower shall also pay any additional amounts required pursuant to Section 2.20 of this Agreement. If the Administrative Agent determines (which determination shall be conclusive and binding upon absent manifest error) that “Daily Simple SOFR” cannot be determined in accordance with the Borrowerterms of this Agreement (solely to the extent Daily Simple SOFR is being used as an alternate rate of interest pursuant to this Section 2.16) or “Term SOFR” cannot be determined in connection accordance with the terms of this Agreement, in each case on any request for a Eurodollar Loan or a conversion given day, the interest rate on ABR Loans shall be determined by the Administrative Agent without reference to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or clause (c) of the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) definition of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), “ABR” until the Administrative Agent shall promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any revokes such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loansdetermination.

Inability to Determine Interest Rate. If If, prior to the first day of any Interest Period, (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (cb) the Administrative Agent shall have received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall promptly notify give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, notice is given (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, event that the Administrative Agent or the Required Lenders shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, that (a) by reason of circumstances affecting the relevant interbank eurodollar market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for any Interest Period with respect to (i) proposed Loans that Borrower has requested be made as Eurodollar Loans, (ii) any Eurodollar Loans that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the continuation of any Eurodollar Loan as such for an additional Interest Period, or (cb) Dollar deposits in the Eurodollar Rate determined or relevant amount and for the relevant period with respect to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c)Eurodollar Loan are not generally available to the Lenders in their respective Eurodollar Lending Offices’ interbank eurodollar markets, the Administrative Agent shall promptly notify the forthwith give telecopy or electronic notice of such determination, confirmed in writing, to Borrower and the relevant Lenders thereof at least one day prior to, as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shallcase may be, in the absence of manifest errorrequested Borrowing Date, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested to be made on conversion date or the first last day of such Interest Period Period. If such notice is given (i) any requested Eurodollar Loans shall be made as ABR Alternate Base Rate Loans, (yii) any Alternate Base Rate Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans Alternate Base Rate Loans, and (ziii) any outstanding Eurodollar Loans under the relevant Facility shall be converted, converted on the last day of the then-then current Interest Period, to ABR Period applicable thereto into Alternate Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor and no Alternate Base Rate Loans shall the Borrower have the right to convert Loans under the relevant Facility be converted to Eurodollar Loans.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Term SOFR Loan or an Alternative Currency Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuationthereof, as applicable, (bi) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate for the Relevant Rate for the applicable Currency has been determined in accordance with Section 2.14(b) or (c) and the circumstances under clause (i) of Section 2.14(b) or (c) or the Scheduled Unavailability Date or the Term SOFR Scheduled Unavailability Date has occurred with respect to such Relevant Rate (as applicable), or (B) adequate and reasonable means do not exist for ascertaining determining the Eurodollar Relevant Rate for such the applicable Currency for any determination date or for any requested Interest PeriodPeriod with respect to a proposed Term SOFR Loan or Alternative Currency Term Rate Loan or in connection with an existing or proposed ABR Loan, or (cii) the Eurodollar Administrative Agent or the Required Lenders determine that for any reason the Relevant Rate determined or to be determined for such any requested Interest Period will with respect to a proposed Term SOFR Loan or Alternative Currency Loan does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by of funding such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c)Loan, the Administrative Agent shall will promptly so notify the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposeseach Lender. Thereafter, (x) any Eurodollar the obligation of the Lenders to make or maintain Loans under in the relevant Facility requested affected Currencies, as applicable, or to be made on the first day of such Interest Period convert ABR Loans to Term SOFR Loans, shall be made as ABR suspended (to the extent of the affected Term SOFR Loans, Alternative Currency Loans or Interest Periods or determination date(s), as applicable), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Alternate Base Rate, the utilization of the Term SOFR component in determining the Alternate Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of Section 2.14(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Term SOFR Loans under or Alternative Currency Loans (to the relevant Facility that were extent of the affected Term SOFR Loans, Alternative Currency Loans or Interest Periods or determination date(s), as applicable) or (ii) failing that, (A) will be deemed to have been converted on the first day such request into a request for a Borrowing of such Interest Period to Eurodollar Loans shall be continued as ABR Loans in the amount specified therein and (zB) any outstanding Eurodollar affected Alternative Currency Loans, at the Borrower’s election, shall either (1) be converted into a Borrowing of ABR Loans under denominated in Dollars in the relevant Facility shall Dollar Equivalent of the amount of such outstanding Alternative Currency Loan immediately, in the case of an Alternative Currency Daily Rate Loan or at the end of the applicable Interest Period, in the case of an Alternative Currency Term Rate Loan or (2) be convertedprepaid in full immediately, on in the case of an Alternative Currency Daily Rate Loan, or at the end of the applicable Interest Period, in the case of an Alternative Currency Term Rate Loan; provided that if no election is made by the Borrower (x) in the case of an Alternative Currency Daily Rate Loan, by the date that is three Business Days after receipt by the Borrower of such notice or (y) in the case of an Alternative Currency Term Rate Loan, by the last day of the then-current Interest PeriodPeriod for the applicable Alternative Currency Term Rate Loan, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility Borrower shall be made or continued as such, nor shall the Borrower deemed to have the right to convert Loans under the relevant Facility to Eurodollar Loanselected clause (1) above.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, the Administrative Agent or the Required Lenders (after consultation with the Administrative Agent) shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Eurocurrency Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Base Rate for such Interest Period, or (c) the Eurodollar Eurocurrency Base Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Eurocurrency Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Eurocurrency Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Eurocurrency Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, : the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerCompany and the Subsidiary Borrowers) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest PeriodPeriod or the Offshore Rate for such Interest Period in respect of any Eligible Offshore Currency, or (c) the Administrative Agent shall have received notice from the Required Lenders that the Eurodollar Rate or Offshore Rate determined or to be determined for such Interest Period in respect of any Eurodollar Loan or Revolving Offshore Loan in an Eligible Offshore Currency will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, thenor a Fronting Lender shall have determined (which determination shall be conclusive and binding upon the Company and the Subsidiary Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Cost of Funds for such Interest Period in respect of any Fronted Offshore Currency (any such Eligible Offshore Currency or Fronted Offshore Currency is referred to as an "Affected Offshore Currency"), then the Administrative Agent (or the relevant Fronting Lender in the cause of clause (c) above) shall give telecopy or telephonic notice thereof to the Company and the Lenders (and, in the case of any such case (a), (b) or (c)notice by a Fronting Lender, the Administrative Agent shall promptly notify the Borrower and the relevant Lenders thereof Agent) as soon as practicable thereafter. Any If such determination shall specify the basis for such determination and shallnotice is given (y) pursuant to either clause (a) or (b) of this subsection 6.8 in respect of Eurodollar Loans, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, then (xi) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (yii) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Base Rate Loans and (ziii) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last first day of the then-current such Interest Period, to ABR Base Rate Loans and (z) in respect of any Offshore Currency Loans, then (i) any Offshore Currency Loans in an Affected Offshore Currency requested to be made on the first day of such Interest Period shall not be made and (ii) any outstanding Offshore Currency Loans in an Affected Offshore Currency shall be due and payable on the first day of such Interest Period. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility or Offshore Currency Loans in an Affected Offshore Currency shall be made or continued as such, nor shall the Borrower Company have the right to convert Base Rate Loans under the relevant Facility to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to (a) In the first day of any Interest Period, event that the Administrative Agent or the Foreign Currency Agent, as applicable, shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrowers) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, that (i) by reason of circumstances affecting the relevant marketinterbank eurodollar market generally, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate for such any requested Interest PeriodPeriod with respect to Committed Rate Loans that a Borrower has requested be made as, continued as or converted into Eurocurrency Loans or (ii) that deposits in the applicable Currency are not generally available, or (c) cannot be obtained by the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, thenBanks, in the applicable market (any such case Foreign Currency affected by the circumstances described in clause (a), (bi) or (cii) is referred to as an “Affected Foreign Currency”), the Administrative Agent or the Foreign Currency Agent, as applicable, shall promptly notify the give notice of such determination to such Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested Banks prior to be made on the first day of such the requested Interest Period shall for such Eurocurrency Loans. If such notice is given, such Borrower may (A) in accordance with the provisions of subsection 2.1 or 2.9, as the case may be (including any requirements for notification), request that the affected Loans denominated in Dollars be made as, continued as or converted into, as the case may be, ABR Loans, (yB) any Loans under the relevant Facility request that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Foreign Currency Loans under the relevant Facility shall in an Affected Foreign Currency be converted, on the last day of the then-current Interest Period, to Dollar Loans at the applicable Exchange Rate or (C) in the case of Loans denominated in an Affected Foreign Currency requested to be made on the first day of such Interest Period, withdraw the notice given under subsection 2.1 or 2.9, as the case may be, by giving telephonic notice to the Administrative Agent or the Foreign Currency Agent, as applicable, no later than 10:00 A.M. (Local Time) one Business Day prior to the applicable Borrowing Date, confirmed in writing no later than one Business Day after such telephonic notice is given; provided that if the Administrative Agent or the Foreign Currency Agent, as applicable, does not receive any notice permitted from the relevant Borrower hereunder, such Borrower shall be deemed to have requested that the affected Loans be made as, continued as or converted into, as the case may be, ABR Loans or, in the case of Foreign Currency Loans, shall be deemed to have requested that the affected Loans be made as, continued as or converted into, as the case may be, Dollar Loans which are ABR Loans. Until such the notice given pursuant to the first sentence of this paragraph has been withdrawn by the Administrative Agent or the Foreign Currency Agent, as applicable, no further Eurodollar Eurocurrency Loans under denominated in Dollars (in the relevant Facility case of clause (i) above) or in an Affected Foreign Currency shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans under the relevant Facility to Eurodollar Eurocurrency Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, : (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (cb) the Administrative Agent shall have received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall promptly notify give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, notice is given (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Periodthe month, the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar LIBOR Rate for such Interest Period, or (c) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c)month, the Administrative Agent shall promptly notify give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders thereof as soon as practicable thereafter, and will also give prompt written notice to the Borrower and Lenders when such conditions no longer exist. Any If such determination shall specify notice is given, the basis for such determination and shall, in outstanding principal balance of the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued commence to bear interest at a floating rate of interest determined with reference to the Base Rate, plus or minus a margin determined by Lenders, so as ABR Loans and (z) any outstanding Eurodollar Loans under to most closely approximate the relevant Facility shall be converted, on the last day of the then-current Interest Period, LIBOR Rate in effect immediately prior to ABR Loanssuch termination. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility LIBOR Rate shall be made unavailable to Borrower. Furthermore, if Agent determines, in accordance with reasonable and ordinary commercial standards, that the acquisition of funds in the London interbank market would be unsafe, impractical or continued in violation of any law, regulation, guideline or order, the Agent shall give telecopy or telephonic notice thereof to Borrower and Lenders as suchsoon as practicable thereafter. If such notice is given, nor the outstanding principal balance of any Competitive Bid Loan (but not the Revolving Loan or Swing Loan), shall commence to bear interest at a floating rate of interest determined in the Borrower have manner set forth in the right to convert Loans under the relevant Facility to Eurodollar Loanspreceding paragraph until such notice has been withdrawn by Agent.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Revolving Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (c) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case of clauses (a), (b) or (c), the Administrative Agent shall promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Revolving Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans under the relevant Facility to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, the : (a) The Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (cb) Administrative Agent shall have received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall promptly notify give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, notice is given (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, event that the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the applicable Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, that (a) by reason of circumstances affecting the relevant interbank eurodollar market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for any Interest Period with respect to (i) proposed Loans that a Borrower has requested be made as Eurodollar Loans, (ii) any Eurodollar Loans that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the continuation of any Eurodollar Loan as such for an additional Interest Period, or (cb) dollar deposits in the Eurodollar Rate determined or relevant amount and for the relevant period with respect to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c)Eurodollar Loan are not generally available to the Lenders in their respective Eurodollar Lending Offices’ interbank eurodollar markets, the Administrative Agent shall promptly notify the forthwith give telecopy or e-mail notice of such determination, confirmed in writing, to such Borrower and the relevant Lenders thereof at least one day prior to, as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shallcase may be, in the absence of manifest errorrequested Borrowing Date, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested to be made on conversion date or the first last day of such Interest Period Period. If such notice is given (i) any requested Eurodollar Loans shall be made as ABR Alternate Base Rate Loans, (yii) any Alternate Base Rate Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans Alternate Base Rate Loans, and (ziii) any outstanding Eurodollar Loans under the relevant Facility shall be converted, converted on the last day of the then-then current Interest Period, to ABR Period applicable thereto into Alternate Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor and no Alternate Base Rate Loans shall the Borrower have the right to convert Loans under the relevant Facility be converted to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to As further set forth in Section 8.11 hereof, if the first day of any Interest Period, the Administrative Agent shall have determined determine, or any Lender notifies the Agent in writing that it has determined, in the exercise of its reason­able business judgment (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof thatCompanies), that by reason of circumstances affecting the relevant interbank LIBOR market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining LIBOR applicable for any Interest Period with respect to (a) a proposed loan that any of the Eurodollar Companies have requested be made as a LIBOR Loan, (b) a LIBOR Loan that will result from the requested conversion of a Chase Bank Rate for such Interest Period, Loan into a LIBOR Loan or (c) the Eurodollar Rate determined continuation of LIBOR Loans beyond the expira­tion of the then current Interest Period with respect thereto, the Agent or such Lender, as applicable, shall forthwith give written notice of such determination to be determined the Companies at least one (1) day prior to, as the case may be, the requested borrowing date for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c)LIBOR Loan, the Administrative Agent shall promptly notify conversion date of such Chase Bank Rate Loan or the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested to be made on the first last day of such Interest Period Period. If such notice is given (i) any requested LIBOR Loan shall be made as ABR Loansa Chase Bank Rate Loan, (yii) any Loans under the relevant Facility Chase Bank Rate Loan that were was to have been converted on the first day of such Interest Period to Eurodollar Loans a LIBOR Loan shall be continued as ABR Loans a Chase Bank Rate Loan, and (ziii) any outstanding Eurodollar Loans under the relevant Facility LIBOR Loan shall be converted, on the last day of the then-then current Interest PeriodPeriod with respect thereto, to ABR Loansa Chase Bank Rate Loan. Until the Agent or such notice Lender has been withdrawn by the Administrative Agentsuch notice, no further Eurodollar Loans under the relevant Facility LIBOR Loan shall be made or continued as such, nor shall the Borrower Companies have the right to convert Loans under the relevant Facility a Chase Bank Rate Loan to Eurodollar Loansa LIBOR Loan.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the 55 49 relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate with respect to any Eurodollar Loan (the "Affected Eurodollar Rate") for such Interest Period, or (c) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall promptly notify give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, notice is given (x) any Eurodollar Loans under the relevant Facility rate of interest applicable to which is based upon the Affected Eurodollar Rate requested to be made on the first day of such Interest Period shall be made as ABR LoansLoans (to the extent otherwise permitted by subsection 4.2), (y) any outstanding Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans the rate of interest applicable to which is based upon the Affected Eurodollar Rate shall be converted to or continued as ABR Loans (to the extent otherwise permitted by subsection 4.2) and (z) any outstanding Eurodollar Loans under that were to have been converted on the relevant Facility shall first day of such Interest Period to or continued as Eurodollar Loans the rate of interest applicable to which is based upon the Affected Eurodollar Rate and that are not otherwise permitted to be convertedconverted to or continued as ABR Loans by subsection 4.2 shall, upon demand by the Revolving Credit Lenders the Revolving Credit Commitment Percentage of which aggregate at least 51%, be immediately repaid by the applicable Borrower on the last day of the then-then current Interest PeriodPeriod with respect thereto together with accrued interest thereon or otherwise, at the option of the Borrower, shall remain outstanding and bear interest at a rate which reflects, as to ABR each of the Revolving Credit Lenders, such Revolving Credit Lender's cost of funding such Eurodollar Loans, as reasonably determined by such Revolving Credit Lender, plus the Applicable Margin hereunder. If any such repayment occurs on a day which is not the last day of the then current Interest Period with respect to such affected Eurodollar Loan, the Borrower shall pay to each of the Revolving Credit Lenders such amounts, if any, as may be required pursuant to subsection 4.12. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility rate of interest applicable to which is based upon the Affected Eurodollar Rate shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans under the relevant Facility to Eurodollar LoansLoans the rate of interest applicable to which is based upon the Affected Eurodollar Rate.

Inability to Determine Interest Rate. If In the event that, prior to the first day of any Interest Period, (a) the Administrative Agent shall have determined (which determination shall shall, be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (cb) the Administrative Agent shall have received notice from the Majority Lenders (which notice shall be conclusive and binding on the Borrower) that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall promptly notify give telex, telecopy or telephonic notice thereof (stating the reason therefor) to the Borrower and the relevant Lenders thereof as soon as practicable thereafterpracticable. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, notice is given (xi) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (yii) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be converted to or continued as ABR Loans and (ziii) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last first day of the then-current such Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative AgentAgent or, in the case of any notice given by the Majority Lenders pursuant to clause (b) of the first sentence of this subsection, by the Majority Lenders, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar LoansLoans as the case may be.

Inability to Determine Interest Rate. If prior (a) If, in connection with any request for a Eurocurrency Rate Loan or a conversion to the first day of any Interest Periodor continuation thereof, (i) the Administrative Agent determines in good faith (which determination shall be conclusive and binding upon the Borrower absent manifest error) that (x) deposits in the applicable currency are not being offered to banks in the applicable offshore market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan or (y) adequate and reasonable means do not exist for determining the LIBO Rate or EURIBO Rate, as applicable, for such Eurocurrency Rate Loan (including because the Screen Rate is not available or published on a current basis); provided that no Benchmark Transition Event shall have occurred at such time, or (ii) the Required Lenders shall have notified the Administrative Agent that they have in good faith determined (which determination shall be conclusive and binding upon the BorrowerBorrower absent manifest error) in connection with any request for a Eurodollar Loan that the LIBO Rate or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuationEURIBO Rate, as applicablethe case may be, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (c) the Eurodollar Eurocurrency Rate determined or to be determined for such Interest Period will Loan does not adequately and fairly reflect the cost to the Lenders of funding such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c)Eurocurrency Rate Loan, the Administrative Agent shall will promptly notify the Borrower and all the relevant Lenders thereof as soon as practicable thereafterLenders. Any such determination Thereafter and until any notice under clause (i) or (ii) of this Section 3.10(a) shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under Agent (by notice to the Borrower) promptly upon either (x) the Administrative Agent having determined that such circumstances affecting the relevant Facility market no longer exist and adequate and reasonable means do exist for determining the LIBO Rate or the EURIBO Rate, as applicable, or (y) the Administrative Agent having been notified by the Required Lenders that circumstances described in clause (ii) no longer exist, the obligation of the Lenders to make or maintain LIBOR Loans or EURIBOR Loans, as applicable, shall be made or continued as suchsuspended (but subject to paragraph (b) of this Section) until the Administrative Agent revokes such notice. Upon receipt of such notice, nor shall the Borrower may revoke any pending Notice of Borrowing or Notice of Continuation/Conversion with respect to such Eurocurrency Rate Loans or, failing that, in the case of a Notice of Borrowing or Notice of Continuation/Conversion with respect to Eurocurrency Rate Loans denominated in Dollars, will be deemed to have converted such request into a request for a borrowing of or conversion into a Base Rate Loan in the right to convert Loans under the relevant Facility to Eurodollar Loansamount specified therein.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, the U.S. Administrative Agent shall have determined (which determination shall be conclusive and binding upon each of the BorrowerBorrowers) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate with respect to any Eurocurrency Loan (the “Affected Rate”) for such Interest Period, or (c) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the U.S. Administrative Agent shall promptly notify give telecopy or telephonic notice thereof to the Parent Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, notice is given (xa) any Eurodollar Eurocurrency Loans under the relevant Facility rate of interest applicable to which is based on the Affected Rate requested to be made on the first day of such Interest Period shall be made as ABR Loans, (yb) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate or Affected Rate shall be converted to or continued as ABR Loans and (zc) any outstanding Eurodollar Eurocurrency Loans under that were to have been converted on the relevant Facility shall first day of such Interest Period to or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Rate and that are not otherwise permitted to be convertedconverted to or continued as ABR Loans by subsection 4.2 shall, upon demand by the applicable Lenders the Commitment Percentage of which aggregate greater than 50% of such Loans, be immediately repaid by the applicable Borrower on the last day of the then-then current Interest PeriodPeriod with respect thereto together with accrued interest thereon or otherwise, at the option of the Parent Borrower, shall remain outstanding and bear interest at a rate which reflects, as to ABR Loanseach of the RCF Lenders, such RCF Lender’s cost of funding such Eurocurrency Loans as reasonably determined by such Lender, plus the Applicable Margin hereunder. If any such repayment occurs on a day which is not the last day of the then current Interest Period with respect to such Affected Eurocurrency Loan, the applicable Borrower shall pay to each of the applicable Lenders such amounts, if any, as may be required pursuant to subsection 4.12. Until such notice has been withdrawn by the U.S. Administrative Agent, no further Eurodollar Eurocurrency Loans under the relevant Facility rate of interest applicable to which is based upon the Affected Rate shall be made or continued as such, nor shall any of the Borrower Borrowers have the right to convert ABR Loans under to Eurocurrency Loans the relevant Facility rate of interest applicable to Eurodollar Loanswhich is based upon the Affected Rate.

Inability to Determine Interest Rate. (a) The following provisions in this clause (a) apply with respect to with respect to Term B-1 Loans and Term B-2 Loans. If prior to the first day of any Interest Period, Period:[Reserved] (1) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (c2) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of any Class of Loans that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall promptly notify give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafternotice is given, (x) any Eurodollar Loans under of the relevant Facility Class requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under of the relevant Facility Class that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under of the relevant Facility Class shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under of the relevant Facility Class shall be made or continued as such, nor shall the Borrower have the right to convert Loans under of the relevant Facility Class to Eurodollar Loans.. 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 Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining the LIBOR Screen Rate for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Eurodollar Base Rate or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “LIBOR 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 the Eurodollar Base Rate, 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 - 53-

Inability to Determine Interest Rate. If (a) If, prior to the first day of any Interest Period, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (ax) Dollar deposits are prior to the first day of any Interest Period, adequate and reasonable means do not being offered exist for ascertaining (i) the Term SOFR Rate with respect to banks in the London interbank market any Term SOFR Rate Loan for the applicable amount and such Interest Period of such requested Loan or conversion or continuation, as applicable(the “Affected Term SOFR Rate”), (bii) the Adjusted LIBOR Rate with respect to any Eurodollar Loan for such Interest Period (the “Affected Eurodollar Rate”) or (iii) the BA Rate with respect to any BA Equivalent Loan for such interest period (the “Affected BA Rate”) or (y) at any time, that adequate and reasonable means do not exist for ascertaining the Eurodollar Daily Simple SOFR Rate with respect to any Daily Simple SOFR Rate Loan for the period that such Interest Period, or Loan is outstanding (c) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then“Affected Daily Simple SOFR Rate”), in any such case (a), (b) or (c)each case, the Administrative Agent shall promptly notify give facsimile or telephonic notice thereof to the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, notice is given (xa) any Eurodollar Term SOFR Rate Loans under to be made in Dollars the relevant Facility rate of interest applicable to which is based on the Affected Eurodollar Term SOFR requested to be made on the first day of such Interest Period shall be made as ABR Loans and any Daily Simple SOFR Rate Loans the rate of interest applicable to which is based on the Affected Daily Simple SOFR Rate shall be made as ABR Loans, (yb) any BA Equivalent Loans the rate of interest applicable to which is based on the Affected BA Rate requested to be made on the first day of such Interest Period shall be made as Canadian Prime Rate Loans, (c) any Eurodollar Loans to be made in a Designated Foreign Currency the rate of interest applicable to which is based on the Affected Eurodollar Rate requested to be made on the first day of such Interest Period shall not be required to be made hereunder in such Designated Foreign Currency and, upon receipt of such notice, the Borrower may at its option revoke the pending request for such Eurodollar Loans or convert such request into a request for ABR Loans to be made in Dollars or Canadian Prime Rate Loans to be made in Canadian Dollars, (d) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Term SOFR Rate Loans the rate of interest applicable to which is based upon the Affected Eurodollar Term SOFR Rate shall be converted to or continued as ABR Loans and any Loans that were to have been converted on the first day of such Interest Period to or continued as Daily Simple SOFR Rate Loans the rate of interest applicable to which is based upon the Affected Daily Simple SOFR Rate shall be converted to or continued as ABR Loans, (ze) any Loans that were to have been converted on the first day of such Interest Period to or continued as BA Rate Loans the rate of interest applicable to which is based upon the Affected BA Rate shall be converted to or continued as Canadian Prime Rate Loans, (f) any Eurodollar Loans denominated in Euro that were to have been continued as Eurodollar Loans the rate of interest applicable to which is based upon the Affected 154 Eurodollar Rate shall (at the option of the Borrower) remain outstanding, and shall bear interest at an alternate rate which reflects, as to each Lender, such Lender’s cost of funding such Eurodollar Loans (which rate, if less than zero, shall be deemed zero for purposes of this Agreement), as reasonably determined by the Administrative Agent, plus the Applicable Margin hereunder and (g) any outstanding Eurodollar Loans under denominated in Sterling that were to have been continued as Eurodollar Loans the relevant Facility rate of interest applicable to which is based upon the Affected Eurodollar Rate shall (at the option of the Borrower) remain outstanding, and shall bear interest at an alternate rate which reflects, as to each Lender, such Lender’s cost of funding such Eurodollar Loans (which rate, if less than zero, shall be converteddeemed zero for purposes of this Agreement), on as reasonably determined by the last day of Administrative Agent, plus the then-current Interest Period, to ABR LoansApplicable Margin hereunder. Until such notice has been withdrawn by the Administrative Agent, no further Daily Simple SOFR Rate Loans, Term SOFR Rate Loans, Eurodollar Loans under or BA Equivalent Loans the relevant Facility rate of interest applicable to which is based upon the Affected Daily Simple SOFR Rate, Affected Term SOFR Rate, Affected Eurodollar Rate or Affected BA Rate shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans under to Daily Simple SOFR Rate Loans, Term SOFR Rate Loans or Eurodollar Loans or Canadian Prime Rate Loans to BA Equivalent Loans, the relevant Facility rate of interest applicable to which is based upon the Affected Term SOFR Rate, Affected Eurodollar LoansRate or Affected BA Rate.

Inability to Determine Interest Rate. If In the event that, prior to the first day of any Interest Period, (a) the Administrative Agent Lender shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrower absent manifest error) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar LIBOR Adjusted Rate for such Interest Period, Period or (cb) the Eurodollar Lender shall have determined that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders the Lender (as conclusively certified by such LendersLender) of making or maintaining their its affected Loans during such Interest Period, then, in any such case (a), (b) the Lender shall give telecopy or (c), the Administrative Agent shall promptly notify telephonic notice thereof to the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafternotice is given, (xi) any Eurodollar LIBOR Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loansaccrue interest at the Prime Rate, (yii) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar LIBOR Loans shall be continued as ABR Prime Rate Loans and (ziii) any outstanding Eurodollar LIBOR Loans under the relevant Facility shall be converted, on the last first day of the then-current such Interest Period, to ABR Prime Rate Loans. Until such notice has been withdrawn by the Administrative AgentLender, no further Eurodollar LIBOR Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Prime Rate Loans under the relevant Facility to Eurodollar LIBOR Loans.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, event that the ------------------------------------ Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrowers) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, that (a) by reason of circumstances affecting the relevant interbank eurodollar market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for any Interest Period with respect to (i) proposed Loans that the Company, as agent for the Borrowers, has requested be made as Eurodollar Loans, (ii) any Eurodollar Loans that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the continuation of any Eurodollar Loan as such for an additional Interest Period, or (cb) dollar deposits in the Eurodollar Rate determined or relevant amount and for the relevant period with respect to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c)Eurodollar Loan are not generally available to the Lenders in their respective Eurodollar Lending Offices' interbank eurodollar markets, the Administrative Agent shall promptly notify forthwith give telecopy or e-mail notice of such determination, confirmed in writing, to the Borrower Company and the relevant Lenders thereof at least one day prior to, as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shallcase may be, in the absence of manifest errorrequested Borrowing Date, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested to be made on conversion date or the first last day of such Interest Period Period. If such notice is given (i) any requested Eurodollar Loans shall be made as ABR Alternate Base Rate Loans, (yii) any Alternate Base Rate Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans Alternate Base Rate Loans, and (ziii) any outstanding Eurodollar Loans under the relevant Facility shall be converted, converted on the last day of the then-then current Interest Period, to ABR Period applicable thereto into Alternate Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor and no Alternate Base Rate Loans shall the Borrower have the right to convert Loans under the relevant Facility be converted to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, : the Administrative Agent shall have determined in its good faith judgment (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (c) the Administrative Agent shall have received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall promptly notify give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, notice is given (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans. The Administrative Agent shall promptly withdraw such notice when Eurodollar Loans are again available.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (c) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Revolving Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Revolving Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Revolving Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Revolving Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Revolving Facility to Eurodollar Loans.

Inability to Determine Interest Rate. If prior (a) With respect to the first day of any Interest PeriodLoans that are not SOFR Loans, Eurocurrency Rate Loans or CDOR Rate Loans, if the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon absent manifest error) that “Daily Simple RFR” with respect to any Currency cannot be determined pursuant to the definition thereof, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (aA) Dollar deposits are not being offered any obligation of the Lenders to banks make or continue RFR Loans in each such Currency shall be suspended (to the London interbank market for extent of the applicable amount affected RFR Loans) until the Administrative Agent revokes such notice and Interest Period (B) if such determination affects the calculation of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (c) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c)Base Rate, the Administrative Agent shall promptly notify during the Borrower and period of such suspension compute Base Rate without reference to any provision of the relevant Lenders thereof as soon as practicable thereafterdefinition of “Base Rate” determining the Base Rate by reference to such Daily Simple RFR until the Administrative Agent revokes such notice. Any Upon receipt of such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafternotice, (x) the Borrower may revoke any Eurodollar pending request for a borrowing of, conversion to or continuation of RFR Loans under in each such Currency (to the relevant Facility requested to be made on extent of the first day of affected RFR Loans) or, failing that, such Interest Period request shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans ineffective and (zy)(A) any outstanding Eurodollar affected RFR Loans under denominated in any such Currency, at the relevant Facility Borrower’s election, shall either (1) be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Currency) immediately or (2) be prepaid in full immediately; provided that if no election is made by the Borrower by the date that is three (3) Business Days after receipt by the Borrower of such notice, the Borrower shall be converteddeemed to have elected clause (1) above. Upon any such prepayment or conversion, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right shall also pay any additional amounts required pursuant to convert Loans under the relevant Facility to Eurodollar LoansSection 2.17.

Inability to Determine Interest Rate. If If, prior to the first day of any Interest Period, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each of the BorrowerBorrowers) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Adjusted LIBOR Rate with respect to any Eurodollar Rate for such Interest Period, or (c) the Eurodollar Rate determined or to be determined Loan for such Interest Period will not adequately and fairly reflect (the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c“Affected Eurodollar Rate”), the Administrative Agent shall promptly notify give telecopy or telephonic notice thereof to the Borrower Representative 95 and the relevant Lenders thereof as soon as practicable thereafter. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, notice is given (xa) any Eurodollar Loans under to be made in Dollars the relevant Facility rate of interest applicable to which is based on the Affected Eurodollar Rate requested to be made on the first day of such Interest Period shall be made as ABR Loans, (yb) any Eurodollar Loans to be made in Euro or another Designated Foreign Currency the rate of interest applicable to which is based on the Affected Eurodollar Rate requested to be made on the first day of such Interest Period shall not be required to be made hereunder in Euro or such other Designated Foreign Currency and, upon receipt of such notice, the Borrower Representative may at its option revoke the pending request for such Eurodollar Loan or convert such request into a request for ABR Loans to be made in Dollars, (c) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans in Dollars the rate of interest applicable to which is based upon the Affected Eurodollar Rate shall be converted to or continued as ABR Loans and (zd) any outstanding Eurodollar Loans under denominated in Euro that were to have been continued as Eurodollar Loans the relevant Facility rate of interest applicable to which is based upon the Affected Eurodollar Rate shall be converted, on (at the last day option of the then-current Interest PeriodBorrower Representative) remain outstanding, and shall bear interest at an alternate rate which reflects, as to ABR each Lender, such Lender’s cost of funding such Eurodollar Loans, as reasonably determined by the Administrative Agent, plus the Applicable Margin hereunder. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility rate of interest applicable to which is based upon the Affected Eurodollar Rate shall be made or continued as such, nor shall any of the Borrower Borrowers have the right to convert ABR Loans under the relevant Facility to Eurodollar LoansLoans the rate of interest applicable to which is based upon the Affected Eurodollar Rate.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate with respect to any Eurodollar Loan (the "AFFECTED EURODOLLAR RATE") for such Interest Period, or (c) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall promptly notify give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, notice is given (xA) any affected Eurodollar Loans under the relevant Facility rate of interest applicable to which is based upon the Affected Eurodollar Rate requested to be made on the first day of such Interest Period shall be made as ABR Loans (to the extent otherwise permitted by subsection 4.2), (B) any outstanding Loans, (y) any Loans under the relevant Facility as applicable, that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans the rate of interest applicable to which is based upon the Affected Eurodollar Rate shall be converted to or continued as ABR Loans (to the extent otherwise permitted by subsection 4.2) and (zC) any outstanding Eurodollar Loans under that were to have been converted on the relevant Facility shall first day of such Interest Period to or continued as Eurodollar Loans the rate of interest applicable to which is based upon the Affected Eurodollar Rate and that are not otherwise permitted to be convertedconverted to or continued as ABR Loans by subsection 4.2 shall, upon demand by the Revolving Credit Lenders the Revolving Credit Commitment Percentage of which aggregate at least 51%, be immediately repaid by the Borrower on the last day of the then-then current Interest PeriodPeriod with respect thereto together with accrued interest thereon or otherwise, at the option of the Borrower, shall remain outstanding and bear interest at a rate which reflects, as to ABR each of the Revolving Credit Lenders, such Revolving Credit Lender's cost of funding such Eurodollar Loans, as reasonably determined by such Revolving Credit Lender, plus the Applicable Margin hereunder. If any such repayment occurs on a day which is not the last day of the then current Interest Period with respect to such affected Eurodollar Loan, the Borrower shall pay to each of the Revolving Credit Lenders such amounts, if any, as may be required pursuant to subsection 4.12. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility rate of interest applicable to which is based upon the Affected Eurodollar Rate shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans under the relevant Facility to Eurodollar LoansLoans the rate of interest applicable to which is based upon the Affected Eurodollar Rate.

Inability to Determine Interest Rate. If (a) If, prior to the first day of any Interest PeriodPeriod (and, in the case of a Daily Simple SOFR Rate Loan, during the period that such Loan is outstanding), the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each of the BorrowerBorrowers) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Term SOFR Rate for such Interest Period, or (c) the Eurodollar with respect to any Term SOFR Rate determined or to be determined Loan for such Interest Period will not adequately and fairly reflect (the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b“Affected Term SOFR Rate”) or the Daily Simple SOFR Rate with respect to any Daily Simple SOFR Rate Loan (cthe “Affected Daily Simple SOFR Rate”), the Administrative Agent shall promptly notify give facsimile or telephonic notice thereof to the Borrower Representative and the relevant Lenders thereof as soon as practicable thereafter. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, notice is given (xa) any Eurodollar Term SOFR Rate Loans under the relevant Facility rate of interest applicable to which is based on the Affected Term SOFR Rate requested to be made on the first day of such Interest Period shall be made as ABR Loans, Loans and any Daily Simple SOFR Rate Loans the rate of interest applicable to which is based on the Affected Daily Simple SOFR Rate shall be made as ABR Loans and (yb) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar or continued as Term SOFR Rate Loans the rate of interest applicable to which is based upon the Affected Term SOFR Rate shall be converted to or continued as ABR Loans and (z) any outstanding Eurodollar Loans under that were to have been converted to Daily Simple SOFR Rate Loans the relevant Facility rate of interest applicable to which is based upon the Affected Daily Simple SOFR Rate shall be converted, on the last day of the then-current Interest Period, converted to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Daily Simple SOFR Rate Loans under or Term SOFR Rate Loans the relevant Facility rate of interest applicable to which is based upon the Affected Daily Simple SOFR Rate or Affected Term SOFR Rate shall be made or continued as such, nor shall any of the Borrower Borrowers have the right to convert ABR Loans under to Daily Simple SOFR Rate Loans or Term SOFR Rate Loans, the relevant Facility rate of interest applicable to Eurodollar Loanswhich is based upon the Affected Daily Simple SOFR Rate or Affected Term SOFR Rate.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, the U.S. Administrative Agent shall have determined (which determination shall be conclusive and binding upon each of the BorrowerBorrowers) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate with respect to any Eurocurrency Loan (the “Affected Rate”) for such Interest Period, or (c) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the U.S. Administrative Agent shall promptly notify give telecopy or telephonic notice thereof to the Parent Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, notice is given (xa) any Eurodollar Eurocurrency Loans under the relevant Facility rate of interest applicable to which is based on the Affected Rate requested to be made on the first day of such Interest Period shall be made as ABR Loans, (yb) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Rate shall be converted to or continued as ABR Loans and (zc) any outstanding Eurodollar Eurocurrency Loans under that were to have been converted on the relevant Facility shall first day of such Interest Period to or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Rate and that are not otherwise permitted to be convertedconverted to or continued as ABR Loans by subsection 4.2 shall, upon demand by the applicable Lenders the Commitment Percentage of which aggregate greater than 50% of such Loans, be immediately repaid by the applicable Borrower on the last day of the then-then current Interest PeriodPeriod with respect thereto together with accrued interest thereon or otherwise, at the option of the Parent Borrower, shall remain outstanding and bear interest at a rate which reflects, as to ABR Loanseach of the RCF Lenders, such RCF Lender’s cost of funding such Eurocurrency Loans as reasonably determined by such Lender, plus the Applicable Margin hereunder. If any such repayment occurs on a day which is not the last day of the then current Interest Period with respect to Eurocurrency Loans the rate of interest applicable to which is based on the Affected Rate, the applicable Borrower shall pay to each of the applicable Lenders such amounts, if any, as may be required pursuant to subsection 4.12. Until such notice has been withdrawn by the U.S. Administrative Agent, no further Eurodollar Eurocurrency Loans under the relevant Facility rate of interest applicable to which is based upon the Affected Rate shall be made or continued as such, nor shall any of the Borrower Borrowers have the right to convert ABR Loans under to Eurocurrency Loans the relevant Facility rate of interest applicable to Eurodollar Loanswhich is based upon the Affected Rate.

Inability to Determine Interest Rate. If prior to the first day Notwithstanding any other provision of any Interest Periodthis Credit Agreement, if (a) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon the Borrowerabsent manifest error) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount reasonable and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar LIBOR Rate for such Interest Period, or (cb) the Eurodollar Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate determined or to be determined for such Interest Period will does not adequately and fairly reflect the cost to such Lenders (of funding LIBOR Rate Loans that the Borrowers have requested be outstanding as conclusively certified by such Lenders) of making or maintaining their affected Loans a LIBOR tranche during such Interest Period, then, in any such case (a), (b) or (c), then the Administrative Agent shall promptly notify forthwith give telephone notice of such determination, confirmed in writing, to the Borrower Borrowers and the relevant Lenders thereof as soon as practicable thereafterat least two (2) Business Days prior to the first day of such Interest Period. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafternotice is given, (xa) any Eurodollar affected LIBOR Rate Loans under the relevant Facility requested to be made by the Borrowers on the first day of such Interest Period shall be made made, at the sole option of the Borrowers, as ABR Loans, Base Rate Loans or such request shall be cancelled and (yb) any affected Loans under the relevant Facility that were to have been converted at the request of the Borrowers on the first day of such Interest Period to Eurodollar or continued as LIBOR Rate Loans shall be converted to or continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made as, continued as, or continued converted into, LIBOR Rate Loans for the Interest Periods so affected. If at any time the Administrative Agent determines (which determination shall be final and conclusive and binding on all parties hereto absent manifest error), or the Borrowers or the Required Lenders notify the Administrative Agent (with in the case of the Required Lenders, a copy to the Borrowers) that the Borrowers or the Required Lenders (as suchapplicable) shall have determined (which determination likewise shall be final and conclusive and binding upon all parties hereto absent manifest error) that (a) the circumstances set forth in clause (a) of the immediately preceding paragraph have arisen and such circumstances are unlikely to be temporary, nor (b) the circumstances set forth in clause (a) of the immediately preceding paragraph have not arisen but the supervisor for the administrator of LIBOR or a Governmental Authority having or purporting to have jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans or (c) syndicated credit facilities among national and/or regional banks active in leading and participating in such facilities currently being executed, or that include language similar to that contained in the Borrower first paragraph of this Section 2.17, are being executed or amended (as applicable) to incorporate or adopt a new interest rate to replace the LIBOR Rate for determining interest rates for loans, then the Administrative Agent and the Parent shall endeavor to establish an alternate rate of interest to LIBOR that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Percentage); provided that, to the extent such market practice is not administratively feasible for the Administrative Agent, such alternative rate of interest to LIBOR shall be applied as otherwise reasonably determined by the Administrative Agent and the Parent (it being understood that any such modification to application by the Administrative Agent made as so determined shall not require the consent of, or consultation with, any of the Lenders). Notwithstanding anything to the contrary in Section 9.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within ten Business Days of the right date written notice of such alternate rate of interest is provided to convert the Lenders, a written notice from the Required Lenders stating that such Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this paragraph of this Section 2.17 (but, in the case of the circumstances described in clause (b) of the first sentence of this paragraph of this Section 2.17, only to the extent LIBOR for the applicable currency and such Interest Period is not available or published at such time on a current basis), (x) any Notice of Conversion/Extension that requests the conversion of any borrowing of Loans under to, or continuation of any borrowing of Loans as, a borrowing of LIBOR Rate Loans shall be ineffective and (y) if any Notice of Borrowing requests a borrowing of LIBOR Rate Loans, such borrowing shall be made as a borrowing of Base Rate Loans; provided that, if such alternate rate of interest shall be less than zero, then such rate shall be deemed to be zero for the relevant Facility to Eurodollar Loanspurposes of this Agreement.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, : (a the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (c) b the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall promptly notify give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, notice is given (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last first day of the then-current such Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, or as applicable, on any day on which an ABR Loan bearing interest determined by reference to the Eurodollar Rate is outstanding), the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerBorrowers) in connection with any request for a Eurodollar Loan, a request for an ABR Loan to bear interest with reference to the Eurodollar Rate, or a conversion to or a continuation thereof of either of the foregoing that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (c) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall promptly notify the Borrower Borrowers and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (xw) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (x) any such requested ABR Loans which were to have utilized a Eurodollar Rate component in determining the ABR shall not utilize a Eurodollar Rate component in determining the ABR applicable to such requested ABR Loan, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans Loans, and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower Borrowers have the right to convert Loans under the relevant Facility to Eurodollar Loans, and the utilization of the Eurodollar Rate component in determining the ABR shall be suspended.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, event that the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerCompanies) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, that by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar LIBOR Rate for such any Interest PeriodPeriod with respect to (a) a proposed Revolving Loan that the Companies have requested be made as a Eurodollar Loan, (b) a Eurodollar Loan that will result from the requested conversion of another type of Loan into a Eurodollar Loan or (c) the continuation of a Eurodollar Rate determined or to be determined for such Loan beyond the expiration of the then current Interest Period will not adequately and fairly reflect the cost to such Lenders with respect thereto (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (cEurodollar Loan being herein called an “Affected Loan”), the Administrative Agent shall promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any forthwith give notice of such determination shall specify by telecopy, confirmed in writing, to each Bank and to the basis Company at least one day prior to, as the case may be, the requested Borrowing Date for such determination and shallAffected Loan, in the absence conversion date of manifest error, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under a Loan to such an Affected Loan or the relevant Facility requested to be made on the first last day of such Interest Period Period. If such notice is given (i) any requested Affected Loan shall be made as ABR Loansa Floating Rate Loan, (yii) any Loans under the relevant Facility Loan that were was to have been converted on the first day of such Interest Period to Eurodollar Loans an Affected Loan shall be continued as ABR Loans or converted to a Floating Rate Loan, and (ziii) any outstanding Eurodollar Loans under the relevant Facility Affected Loan shall be converted, on the last day of the then-then current Interest PeriodPeriod with respect thereto, to ABR Loansa Floating Rate Loan. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility Affected Loan shall be made or continued as such, nor and the Company shall the Borrower not have the right to convert Loans under the relevant Facility of another type to Eurodollar Affected Loans.

Inability to Determine Interest Rate. If prior to the first day of Required Lenders determine that for any Interest Period, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) reason in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, 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 requested Loan or conversion or continuation, as applicableEurodollar Loan, (b) adequate and reasonable means do not exist for ascertaining determining the Eurodollar Base Rate for such any requested Interest Period, Period with respect to a proposed Eurodollar Loan or in connection with an existing or proposed Base Rate Loan or (c) the Eurodollar Base Rate determined or to be determined for such any requested Interest Period will with respect to a proposed Eurodollar Loan does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by of funding such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c)Loan, the Administrative Agent shall will promptly so notify the Borrower Borrowers and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposeseach Lender. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested obligation of the Lenders to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to make or maintain Eurodollar Loans shall be continued as ABR Loans suspended and (zy) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrowers may revoke any outstanding pending request for a Borrowing of, conversion to or continuation of Eurodollar Loans under or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loansamount specified therein.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Eurocurrency Loan or an Alternative Currency Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant marketthereof, (ai) the Administrative Agent determines in its reasonable discretion that (A) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan Eurocurrency Loanno Successor Rate for the Relevant Rate for the applicable Currency has been determined in accordance with Section 2.14(c) and the circumstances under clause (i) of Section 2.14(c) or conversion or continuation, the Scheduled Unavailability Date has occurred with respect to such Relevant Rate (as applicable), or (bB) (x) adequate and reasonable means do not exist for ascertaining determining the Eurodollar Eurocurrency RateRelevant Rate for such the applicable Currency for any determination date or for any requested Interest PeriodPeriod with respect to a proposed Eurocurrency Loan or Alternative Currency Term Rate Loan or in connection with an existing or proposed ABR Loan and (y) the circumstances described in Section 2.14(c)(i) do not apply (in each case with respect to this clause (i), “Impacted Loans”), or (cii) the Eurodollar Administrative Agent or the Required Lenders determine that for any reason the EurocurrencyRelevant Rate determined or to be determined for such any requested Interest Period will with respect to a proposed Eurocurrency Loan or Alternative Currency Loan does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by of funding such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c)Eurocurrency Loan, the Administrative Agent shall will promptly so notify the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposeseach Lender. Thereafter, (x) any Eurodollar the obligation of the Lenders to make or maintain Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period or Alternative Currency Loans shall be made as ABR suspended, (to the extent of the affected Eurocurrency Loans, Alternative Currency Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Alternate Base Rate, the utilization of the Eurocurrency Rate component in determining the Alternate Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of Section 2.14(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Loans under or Alternative Currency Loans (to the relevant Facility that were extent of the affected Eurocurrency Loans, Alternative Currency Loans or Interest Periods) or, (ii) failing that, (A) will be deemed to have been converted on the first day such request into a request for a Borrowing of such Interest Period to Eurodollar Loans shall be continued as ABR Loans in the amount specified therein and (zB) any outstanding Eurodollar affected Alternative Currency Loans, at the Borrower’s election, shall either (1) be converted into a Borrowing of ABR Loans under denominated in Dollars in the relevant Facility shall Dollar Equivalent of the amount of such outstanding Alternative Currency Loan immediately, in the case of an Alternative Currency Daily Rate Loan or at the end of the applicable Interest Period, in the case of an Alternative Currency Term Rate Loan or (2) be convertedprepaid in full immediately, on in the case of an Alternative Currency Daily Rate Loan, or at the end of the applicable Interest Period, in the case of an Alternative Currency Term Rate Loan; provided that if no election is made by the Borrower (x) in the case of an Alternative Currency Daily Rate Loan, by the date that is three Business Days after receipt by the Borrower of such notice or (y) in the case of an Alternative Currency Term Rate Loan, by the last day of the then-current Interest PeriodPeriod for the applicable Alternative Currency Term Rate Loan, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility Borrower shall be made or continued as such, nor shall the Borrower deemed to have the right to convert Loans under the relevant Facility to Eurodollar Loanselected clause (1) above.

Inability to Determine Interest Rate. If prior to (a) In the first day of any Interest Period, event that the Administrative Agent or the relevant Local Fronting Lender shall have determined (which determination determination, in the absence of manifest error, shall be conclusive and binding upon the each Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, that by reason of circumstances affecting the relevant interbank eurocurrency market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or any relevant Eurocurrency Rate for any Interest Period with respect to (i) any proposed Loan that the relevant Borrower has requested be made as Eurodollar Loans or Eurocurrency Loans, (ii) a Eurodollar Loan that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans, (iii) a Eurocurrency Loan that will result from the requested conversion of all or part of the Local Rate Loans in any Denomination Currency into Eurocurrency Loans, (iv) the continuation of a Eurodollar Loan or a Eurocurrency Loan as such for an additional Interest PeriodPeriod (any such Loan described in clauses (i), (ii), (iii), or (c) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lendersiv) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (bthis Section 7.8(a) or (cbeing herein called an “Affected Loan”), the Administrative Agent shall promptly notify the Borrower and or the relevant Lenders thereof Local Fronting Lender (as soon the case may be) shall forthwith give telecopy or telephonic notice of such determination, confirmed in writing, to the relevant Borrower (with a copy to the Company, the Administrative Agent and any affected Lenders) at least two (2) Business Days prior to, as practicable thereafter. Any such determination shall specify the basis case may be, the borrowing date for such determination and shallEurodollar Loan or Eurocurrency Loan, the conversion date for such Alternate Base Rate Loan or Local Rate Loan or the last day of the Interest Period applicable to such Eurodollar Loan or Eurocurrency Loan. Unless the relevant Borrower shall have notified the Administrative Agent (in the absence case of manifest errorany Syndicated Loan), be conclusive and binding for all purposes. Thereafterthe relevant Local Fronting Lender (in the case of any Local Loan) or the Administrative Agent promptly upon receipt of such telecopy or telephonic notice that it wishes to rescind or modify its request regarding such Affected Loans, then, as the case may be, (x) any requested Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period Loan shall be made as ABR Loansan Alternate Base Rate Loan, continued as an Alternate Base Rate Loan or converted into an Alternate Base Rate Loan or (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans requested Local Loan which is a Eurocurrency Loan shall be made as a Local Rate Loan, continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loansa Local Rate Loan or converted into a Local Rate Loan. Until any such notice has been withdrawn by the Administrative AgentAgent or the relevant Local Fronting Lender, as the case may be, no further Eurodollar Affected Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loansmade.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, the Administrative Agent or the Canadian Agent, as applicable, shall have determined (which determination shall be conclusive and binding upon each of the BorrowerBorrowers) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate with respect to any Eurocurrency Loan (the “Affected Eurocurrency Rate”) or the BA Rate (the “Affected BA Rate”) with respect to any Bankers’ Acceptance or BA Equivalent Loans for such Interest Period, or (c) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent or the Canadian Agent, as applicable, shall promptly notify give telecopy or telephonic notice thereof to the Parent Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, notice is given (xa) any Eurodollar Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans under the relevant Facility rate of interest applicable to which is based on the Affected Eurocurrency Rate or the Affected BA Rate, as applicable, requested to be made on the first day of such Interest Period shall be made as ABR LoansLoans (to the extent otherwise permitted by Section 4.2), (yb) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar or continued as Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate or Affected BA Rate shall be converted to or continued as ABR Loans (to the extent otherwise permitted by Section 4.2) and (zc) any outstanding Eurodollar Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans under that were to have been converted on the relevant first day of such Interest Period to or continued as Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate or Affected BA Rate and that are not otherwise permitted to be converted to or continued as ABR Loans by Section 4.2 shall, upon demand by the applicable Revolving Credit Lenders the Commitment Percentage of which aggregate greater than 50% of such U.S. Facility shall 146 Revolving Credit Loans or Canadian Facility Revolving Credit Loans, as applicable, be converted, immediately repaid by the applicable Borrower on the last day of the then-then current Interest PeriodPeriod with respect thereto together with accrued interest thereon or otherwise, at the option of the Parent Borrower, shall remain outstanding and bear interest at a rate which reflects, as to ABR each of the Revolving Credit Lenders, such Revolving Credit Lender’s cost of funding such Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans, as reasonably determined by such Revolving Credit Lender, plus the Applicable Margin hereunder. If any such repayment occurs on a day which is not the last day of the then current Interest Period with respect to such affected Eurocurrency Loan, Bankers’ Acceptances or BA Equivalent Loan, the applicable Borrower shall pay to each of the applicable Revolving Credit Lenders such amounts, if any, as may be required pursuant to Section 4.12. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans under the relevant Facility rate of interest applicable to which is based upon the Affected Eurocurrency Rate or Affected BA Rate shall be made or continued as such, nor shall any of the Borrower Borrowers have the right to convert ABR Loans under to Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans the relevant Facility rate of interest applicable to Eurodollar Loanswhich is based upon the Affected Eurocurrency Rate or Affected BA Rate.

Inability to Determine Interest Rate. (a) If prior to at the first day of any Interest Period, time that the Administrative Agent shall have determined seek to determine the LIBOR Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Loan the LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Loan for any reason, and the Administrative Agent shall reasonably determine that it is not possible to determine the Interpolated Rate (which determination conclusion shall be conclusive and binding upon absent manifest error), then the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar LIBO Rate for such Interest Period, or (c) the Eurodollar Rate determined or to be determined Period for such Interest Period will not adequately and fairly reflect Eurocurrency Loan shall be the cost to such Lenders (as conclusively certified rate per annum determined by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall promptly notify to be the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shallrate at which it could borrow funds in Dollars (or, in the absence respect of manifest errorRevolving Loans or Letters of Credit denominated in an Agreed Currency other than Dollars, be conclusive and binding such Agreed Currency) for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested to be made delivery on the first day of such Interest Period in same day funds in (100) the approximate amount of the Eurocurrency Loan being made, continued or converted and with a term equivalent to such Interest Period would be offered by Deutsche Bank AG London Branch in the London interbank Eurocurrency market; provided that if such rate shall be less than zero, such rate shall be deemed to be zero; provided further that if no such rate is available to the Administrative Agent, (i) if such Loan shall be requested in Dollars, then such Borrowing shall be made as an ABR Loans, Loan at the Alternate Base Rate and (yii) any Loans under the relevant Facility that were to have been converted on the first day of if such Interest Period to Eurodollar Loans Loan shall be continued as ABR Loans and (z) requested in any outstanding Eurodollar Loans under Foreign Currency, the relevant Facility LIBO Rate shall be converted, on equal to the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn rate determined by the Administrative AgentAgent in its reasonable discretion after consultation with the Borrower and consented to in writing by the Required Lenders (the “Alternative Rate”); provided, no further Eurodollar Loans under however, that until such time as the relevant Facility Alternative Rate shall be made or continued as suchdetermined and so consented to by the Majority Facility Lenders with respect to the Revolving Facility, nor Loans shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loansnot be available in such Foreign Currency.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Eurocurrency Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant marketthereof, (ai) the Administrative Agent determines in its reasonable discretion that (A) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan Eurocurrency Loan, or conversion or continuation, as applicable, (bB) (x) adequate and reasonable means do not exist for ascertaining determining the Eurodollar Eurocurrency Rate for such any requested Interest PeriodPeriod with respect to a proposed Eurocurrency Loan or in connection with an existing or proposed ABR Loan and (y) the circumstances described in Section 2.14(c)(i) do not apply (in each case with respect to this clause (i), “Impacted Loans”), or (cii) the Eurodollar Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate determined or to be determined for such any requested Interest Period will with respect to a proposed Eurocurrency Loan does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by of funding such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c)Eurocurrency Loan, the Administrative Agent shall will promptly so notify the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposeseach Lender. Thereafter, (x) any Eurodollar the obligation of the Lenders to make or maintain Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loanssuspended, (to the extent of the affected Eurocurrency Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Alternate Base Rate, the utilization of the Eurocurrency Rate component in determining the Alternate Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of Section 2.14(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Loans under (to the relevant Facility that were extent of the affected Eurocurrency Loans or Interest Periods) or, failing that, will be deemed to have been converted on the first day such request into a request for a Borrowing of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under in the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loansamount specified therein.

Inability to Determine Interest Rate. If prior to In the first day of event that the Agent or any Interest Period, the Administrative Agent Lender shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, that by reason of circumstances affecting the relevant London interbank market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar LIBO Rate applicable pursuant to Section 2.3 for such Interest Period, or (c) the Eurodollar Rate determined or to be determined for such any Interest Period with respect to a LIBO Rate Loan that will result from a requested LIBO Rate Loan or that such rate of interest does not adequately and fairly reflect cover the cost to of funding such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c)Loan, the Administrative Agent or such Lender shall promptly notify forthwith give notice of such determination to the Borrower not later than 1:00 P.M., San Francisco time, on the requested Borrowing date, the requested conversion date or the last day of an Interest Period of a Loan which was to have been continued as a LIBO Rate Loan. If such notice is given and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, has not been withdrawn (xi) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period LIBO Rate Loan shall be made as ABR Loansa Base Rate Loan, or, at the Borrower's option, such Loan shall not be made, (yii) any Loans under the relevant Facility Loan that were was to have been converted on the first day of such Interest Period to Eurodollar Loans a LIBO Rate Loan shall be continued as ABR Loans as, or converted into, a Base Rate Loan and (ziii) any outstanding Eurodollar Loans under the relevant Facility LIBO Rate Loan shall be converted, on the last day of the then-then current Interest PeriodPeriod with respect thereto, to ABR Loansa Base Rate Loan. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar LIBO Rate Loans under the relevant Facility shall be made or continued as such, nor shall and the Borrower shall not have the right to convert Loans under a Loan to a LIBO Rate Loan. The Agent will review the relevant Facility circumstances affecting the London interbank market from time to Eurodollar Loanstime and the Agent will withdraw such notice at such time as it shall determine that the circumstances giving rise to said notice no longer exist.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, event that the Administrative Agent Reference Lender shall have reasonably determined (which determination shall be conclusive and binding upon the BorrowerBorrower and the Subsidiary Borrowers absent manifest error) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, that by reason of circumstances affecting the relevant interbank eurocurrency market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar LIBOR Rate applicable pursuant to subsection 2.12(a) for such any Interest PeriodPeriod with respect to (a) a proposed Loan that has been requested be made as a LIBOR Loan or LIBOR Bid Loan, (b) a LIBOR Loan that will result from the requested conversion of an ABR Loan into a LIBOR Loan or (c) the Eurodollar Rate determined or to be determined for such continuation of LIBOR Loans beyond the expiration of the then current Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c)with respect thereto, the Administrative Agent shall promptly notify forthwith give telecopy or telephonic notice of such determination, confirmed in writing, to the Borrower and the relevant Lenders thereof at least one Business Day prior to, as soon as practicable thereafter. Any such determination shall specify the basis case may be, the requested Borrowing Date for such determination and shallLIBOR Loan, in the absence conversion date of manifest error, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under such ABR Loan or the relevant Facility requested to be made on the first last day of such Interest Period Period. If such notice is given (i) any requested LIBOR Loan in Dollars shall be made as an ABR LoansLoan and any requested LIBOR Bid Loan shall be made as a Fixed Rate Bid Loan based upon the ABR, (yii) any Loans under the relevant Facility ABR Loan that were was to have been converted on the first day of such Interest Period to Eurodollar Loans a LIBOR Loan shall be continued as an ABR Loans and Loan, (ziii) any outstanding Eurodollar Loans under the relevant Facility LIBOR Loan in Dollars shall be converted, on the last day of the then-then current Interest PeriodPeriod with respect thereto, to an ABR LoansLoan in any Optional Currency. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar LIBOR Loans under the relevant Facility in Dollars shall be made or continued as such, nor shall the Borrower have the right to convert Loans under an ABR Loan to a LIBOR Loan. Such notice shall be withdrawn by the relevant Facility to Eurodollar LoansAdministrative Agent when the Administrative Agent shall reasonably determine that adequate and reasonable means exist for ascertaining the LIBOR Rate.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, the U.S. Administrative Agent shall have determined (which determination shall be conclusive and binding upon each of the BorrowerBorrowers) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate with respect to any Eurocurrency Loan (the “Affected Rate”) for such Interest Period, or (c) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the U.S. Administrative Agent shall promptly notify give telecopy or telephonic notice thereof to the Parent Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, notice is given (xa) any Eurodollar Eurocurrency Loans under the relevant Facility rate of interest applicable to which is based on the Affected Rate requested to be made on the first day of such Interest Period shall be made as ABR Loans, (yb) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate or Affected Rate shall be converted to or continued as ABR Loans and (zc) any outstanding Eurodollar Eurocurrency Loans under that were to have been converted on the relevant Facility shall first day of such Interest Period to or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Rate and that are not otherwise permitted to be convertedconverted to or continued as ABR Loans by subsection 4.2 shall, upon demand by the applicable Lenders the Commitment Percentage of which aggregate greater than 50% of such Loans, be immediately repaid by the applicable Borrower on the last day of the then-then current Interest PeriodPeriod with respect thereto together with accrued interest thereon or otherwise, at the option of the Parent Borrower, shall remain outstanding and bear interest at a rate which reflects, as to ABR Loanseach of the RCF Lenders, such RCF Lender’s cost of funding such Eurocurrency Loans as reasonably determined by such Lender, plus the Applicable Margin hereunder. If any such repayment occurs on a day which is not the last day of the then current Interest Period with respect to such Affected Eurocurrency 109 Loan, the applicable Borrower shall pay to each of the applicable Lenders such amounts, if any, as may be required pursuant to subsection 4.12. Until such notice has been withdrawn by the U.S. Administrative Agent, no further Eurodollar Eurocurrency Loans under the relevant Facility rate of interest applicable to which is based upon the Affected Rate shall be made or continued as such, nor shall any of the Borrower Borrowers have the right to convert ABR Loans under to Eurocurrency Loans the relevant Facility rate of interest applicable to Eurodollar Loanswhich is based upon the Affected Rate.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, event that the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowerCompany) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, that (a) by reason of circumstances affecting the relevant interbank eurodollar market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for any Interest Period with respect to (i) proposed Loans that the Company has requested be made as Eurodollar Loans, (ii) any Eurodollar Loans that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the continuation of any Eurodollar Loan as such for an additional Interest Period, or (cb) dollar deposits in the Eurodollar Rate determined or relevant amount and for the relevant period with respect to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c)Eurodollar Loan are not generally available to the Lenders in their respective Eurodollar Lending Offices' interbank eurodollar markets, the Administrative Agent shall promptly notify forthwith give telecopy notice of such determination, confirmed in writing, to the Borrower Company and the relevant Lenders thereof at least one day prior to, as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shallcase may be, in the absence of manifest errorrequested Borrowing Date, be conclusive and binding for all purposes. Thereafter, (x) any Eurodollar Loans under the relevant Facility requested to be made on conversion date or the first last day of such Interest Period Period. If such notice is given (i) any requested Eurodollar Loans shall be made as ABR Alternate Base Rate Loans, (yii) any Alternate Base Rate Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans Alternate Base Rate Loans, and (ziii) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest PeriodPeriod applicable thereto, to ABR into Alternate Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor and no Alternate Base Rate Loans shall the Borrower have the right to convert Loans under the relevant Facility be converted to Eurodollar Loans.. 43 EXECUTION COPY

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period, : (ai ) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Adjusted LIBO Rate for such Interest Period, or (cbii) the Eurodollar Administrative Agent shall have received notice from the Majority Lenders that the Adjusted LIBO Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as given in good faith and conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall promptly notify give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any If such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafternotice is given, (xw) any Eurodollar LIBOR Loans under the relevant Facility (excluding Multicurrency Loans) requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2, the Borrower may cancel the request for such LIBOR Loan (yincluding Multicurrency Loans) by written notice to the Administrative Agent one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (x) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar LIBOR Loans (excluding Multicurrency Loans) shall be continued as ABR Loans Loans, and (zy) any outstanding Eurodollar LIBOR Loans under the relevant Facility (excluding Multicurrency Loans) shall be converted, on the last first day of the then-current such Interest Period, to ABR Loans, and (z) any Multicurrency Loans to which such Interest Period relates shall be repaid on the first day of such Interest Period. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar LIBOR Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans under the relevant Facility to Eurodollar LIBOR Loans.