Common use of Inability to Determine Rates Clause in Contracts

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate 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, (i) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, and (ii) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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 Borrower may revoke any pending request for a Borrowing, conversion or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate 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 3.03, 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If the Required Lenders determine that for any reason inCircumstances Affecting LIBOR Rate Availability. Unless and until a Replacement Rate is implemented in accordance with clause (b) below, in connection with any request for a Eurodollar Rate LIBOR Loan or a conversion to or continuation thereof that (a) or otherwise, if for any reason (ai) the Administrative Agent determines shall determine (which determination shall be conclusive and binding absent manifest error) that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar eurodollarEurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or LIBOR Loan, (iib) adequate andii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for determining (a) the determiningascertaining LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested requestedsuch Interest Period with respect to a proposed Eurodollar Rate LIBOR Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”)Loan, or (bc) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate LIBOR for any requested Interest Period with respect to a proposed Eurodollar Rate Loan LIBOR Loan(iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR does not adequately and fairly reflect the cost to the such Lenders of funding fundingmaking or maintaining such LoanLoanLoans during such Interest Period, then the Administrative Agent will willshall promptly notify so notifygive notice thereof to the Borrower and all Lenderseach Lender. Thereafter, (ix) theuntil the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make or maintain Eurodollar Rate LIBOR Loans with an Interest Period having and the duration right of such Interest Period the Borrower to convert any Loan to or continue any Loan as a LIBOR Loan shall be suspended, and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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 Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate LIBOR Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding therein.the Borrower shall either (A) repay in full (or cause to be repaid in full) the foregoingthen outstanding principal amount of each such LIBOR Loan together with accrued interest thereon (subject to Section 11.09), if on the Administrative Agent has made last day of the determination described in clause (a) of this Section 3.03, the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the then current Interest Period 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable Impacted Loans, LIBOR Loan; or (3B) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for convert the then outstanding principal amount of each such Lender or its applicable Lending Office LIBOR Loan to make, maintain or fund Loans whose interest is determined by reference to such alternative interest rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on a Base Rate Loan as of the ability last day of such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereofInterest Period.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwisethereof, (aa)(i) 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 Eurodollar Rate Loan Loan, or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a)) above, “Impacted Loans”), or (b) the Administrative Agent or the Required affected Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Borrowers and all Lenderseach Lender. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having in the duration of such Interest Period affected currency or currencies shall be suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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 affected Lenders) revokes such notice. Upon receipt of such notice, the Borrower Borrowers may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans in the affected currency or currencies (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed 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 3.03section, the Administrative Agent, in consultation with the Borrower Borrowers and the affected Required Lenders, may establish an alternative interest rate for the applicable Impacted Loans, in which case, such alternative rate of interest rate shall apply with respect to such the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under clause (a) of the first sentence of this Section 3.03Section, (2) the affected Lenders notify the Administrative Agent notifies and the Borrower Borrowers that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability authority of such Lender to do any of the foregoing and, in each case, such Lender and provides the Administrative Agent and the Borrower Borrowers written notice thereof.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwisethereof, (ai) the Administrative Agent determines that (iA) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (iiB) (x) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c)(i) do not apply (in each case with respect to this clause (ai), “Impacted Loans”), or (bii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and all Lenderseach Lender. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Rate 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 Section 3.03(a), 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 BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate 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 3.03, 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwisethereof, (ai) the Administrative Agent determines that (iA) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (iiB) (x) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c)(i) do not apply (in each case with respect to this clause (ai), “Impacted Loans”), or (bii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Borrowers and all Lenderseach Lender. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Rate 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 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Borrowers may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate 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 3.03, 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, (a) the Administrative Agent determines after the Closing Date that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or (ii) any reason adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base applicable Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”)a given Approved Currency, or (b) that the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan in such Approved Currency does not adequately and fairly reflect the cost to the such Lenders of funding such Loan, or that deposits in the applicable Approved Currency are not being offered to banks in the London interbank eurodollar, or other applicable, market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan in the applicable Approved Currency, the Administrative Agent will promptly so notify the Borrower in writing and all Lenderseach Lender. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans with an Interest Period having in the duration of such Interest Period affected Approved Currency shall be suspended, suspended and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Eurocurrency 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. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in the affected Approved Currency shall be suspended 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 BorrowingBorrowing of, conversion to or continuation of Eurodollar such Eurocurrency Rate Loans (to the extent of denominated in the affected Eurodollar Rate Loans or Interest Periods) Approved Currency or, failing that, will be deemed to have converted such request request, if applicable, 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 3.03, 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or (ii) adequate and reasonable means do not exist for determining (ax) the LIBOR Daily Floating Rate or (by) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate 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, (i) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, and (ii) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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 Borrower may revoke any pending request for a Borrowing, conversion or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate 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 3.03, 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a)) above, “Impacted Loans”), ) or (b) the Administrative Agent or the Required Lenders determine determines that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and all Lenderseach Lender. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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) Lenders revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate 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 the first sentence of this Section 3.03Section, 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 rate of interest rate shall apply with respect to such the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under clause (a) of the first sentence of this Section 3.03section, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability authority of such Lender to do any of the foregoing and, in each case, such Lender and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwisethereof, (a) the Administrative Agent Lender determines that (ia) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or Loan, (iib) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”)Loan, or (bc) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the Lenders Lender of funding such Eurodollar Rate Loan, the Administrative Agent Lender will promptly so notify the Borrower and all LendersBorrower. Thereafter, (i) the obligation of the Lenders Lender to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (ii) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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) Lender revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a BorrowingTerm Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Term Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if in the Administrative Agent has made the determination described in clause (a) case of this Section 3.03such pending request, the Administrative AgentLender, in consultation with the Borrower and the affected LendersBorrower, may establish an alternative interest rate for funding Term Loans in the applicable Impacted Loansamount, and with the same Interest Period as the Term Loan requested to be made, converted or continued, as the case may be in which case, such alternative rate of 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable Impacted Term 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If Required Lenders notify the Agent for any reason in connection with any a request for a Eurodollar Rate Loan Borrowing of, or a conversion to or continuation thereof or otherwiseof, a LIBOR Loan that (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or LIBOR Loan, (iib) adequate and reasonable means do not exist for determining (a) LIBOR for the LIBOR Daily Floating Rate requested Interest Period, or (bc) LIBOR for the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such LIBOR Loan, then the Administrative Agent will promptly so notify the Lead Borrower and all Lenderseach Lender. Thereafter, (i) the obligation of the Lenders to make or maintain Eurodollar Rate LIBOR Loans with an Interest Period having the duration of such Interest Period shall be suspended, and (ii) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case suspended until the Administrative Agent (upon the instruction of the by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) a LIBOR Loan or, failing that, will be deemed to have converted such submitted a request into for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable. If Required Lenders notify the Agent for any reason in connection with a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoingof, if the Administrative Agent has made the determination described in clause or conversion to or continuation of, a B/A Equivalent Loan that (a) of this Section 3.03, bankers’ acceptances are not being offered to banks in the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate Canadian interbank bankers’ acceptances market for the applicable Impacted Loansamount and Contract Period of such B/A Equivalent Loan, in which case(b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, such alternative interest rate shall apply with respect to such Impacted Loans until or (1c) the Administrative Agent revokes Canadian B/A Rate for the notice delivered with respect to the applicable Impacted Loans under the first sentence of this Section 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the applicable Impacted LoansAgent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (3upon instruction by Required Lenders) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for revokes such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such 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 notice. Upon receipt of such Lender notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to do any or continuation of the foregoing anda B/A Equivalent Loan or, in each casefailing that, such Lender provides the Administrative Agent and the Borrower written notice thereofwill be deemed to have submitted a request for a Canadian Prime Loan.

Inability to Determine Rates. If the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, thereto that (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”)Loan, or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower Company and all Lenderseach Lender. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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 Borrower Company may revoke any pending request for a Borrowing, Borrowing of or conversion or continuation of to Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into (i) in the case of a New Vehicle Floorplan Committed Loan, a request for a New Vehicle Floorplan Committed Borrowing of Base Rate Loans Loans, (ii) in the case of a New Vehicle Floorplan Swing Line Loan, a request for a New Vehicle Floorplan Swing Line Borrowing of Base Rate Loans, (iii) in the case of Used Vehicle Floorplan Committed Loan, a request for a Used Vehicle Floorplan Committed Borrowing of Base Rate Loans, and (iv) in the case of a Used Vehicle Floorplan Swing Line Loan, a request for a Used Vehicle Floorplan Swing Line Borrowing of Base Rate Loans, in each case in the amount specified therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) of this Section 3.03, 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If in connection with any request for a Eurodollar LIBO Rate Loan or a conversion to or continuation thereof or otherwisethereof, (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar LIBO Rate Loan Loan, or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base LIBO Rate for any requested Interest Period with respect to a proposed Eurodollar LIBO Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a)) (i) above, “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base LIBO Rate for any requested Interest Period with respect to a proposed Eurodollar LIBO Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such LIBO Rate Loan, the Administrative Agent will promptly so notify the Borrower and all Lenderseach Lender. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar LIBO Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, (to the extent of the affected LIBO Rate Loans or Interest Periods), and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar LIBO Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar LIBO Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar LIBO Rate Loans (to the extent of the affected Eurodollar LIBO Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (aa)(i) of this Section 3.03section, the Administrative AgentAgent and the affected Lenders, in consultation with the Borrower and the affected LendersLead Borrower, may establish an alternative interest rate for the applicable Impacted Loans, in which case, such alternative rate of interest rate shall apply with respect to such the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under clause (a) of the first sentence of this Section 3.03section, (2) the Administrative Agent notifies or the Required Lenders notify the Administrative Agent and the Lead Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability authority of such Lender to do any of the foregoing and, in each case, such Lender and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, (a) the Administrative Agent determines that determines, for any proposed Interest Period, that: (i) Dollar deposits in Dollars are not being offered to banks in the London interbank eurodollar applicable offshore market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan any SOFR Loan; or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan SOFR does not adequately and or fairly reflect the cost to the Lenders of funding such or maintaining any SOFR Loan, then: (A) the Administrative Agent will promptly shall forthwith notify the Borrower Lenders and all Lenders. Thereafterthe Borrowers; and (B) while such circumstances exist, (i) the obligation none of the Lenders shall allocate any Loans made during such period, or reallocate any Loans allocated to make or maintain Eurodollar Rate Loans with any then-existing Interest Period ending during such period, to an Interest Period having with respect to which interest is calculated by reference to SOFR. If, with respect to any outstanding Interest Period, a Lender notifies the duration Administrative Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such Loans or that SOFR applicable to such Loans will not adequately reflect the cost to the Person of funding or maintaining such Loans for such Interest Period, then: (x) the Administrative Agent shall forthwith so notify the Borrowers and the Lenders; and (y) upon such notice and thereafter while such circumstances exist, the applicable Lender shall not make any SOFR Loans during such period or reallocate any Loans allocated to any Interest Period ending during such period, to an Interest Period with respect to which interest is calculated by reference to SOFR; provided that, (I) if the forgoing notice relates to Loans that are outstanding as SOFR Loans, such Loans shall be suspendedConverted to Reference Rate Loans only on the last day of the then-current Interest Period, and (iiII) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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 Borrower Borrowers may revoke any pending request outstanding Requests for Borrowing. Each Lender shall promptly notify the Borrowers when the circumstances described in this Section 4.3 cease to exist and any Loan converted to a Borrowing, conversion Reference Rate Loan or continuation not converted to a SOFR Loan shall be converted on the last day of Eurodollar Rate Loans (the then-current Interest Period to a SOFR Loan with an Interest Period of the same duration as the Interest Period that was in effect immediately prior to the extent conversion of such SOFR Loan to a Reference Rate Loan (or the affected Eurodollar Rate 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 duration selected in the amount specified therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) event of this Section 3.03, 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 any Loan that was not converted from a Reference Rate Loan 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereofa SOFR Loan).

Inability to Determine Rates. If the Required Lenders determine that for any reason in connection with any request for a Eurodollar LIBO Rate Loan or a BA Equivalent Loan, or a conversion to or continuation thereof or otherwise, that (a) the Administrative Agent determines that (i) with respect to LIBO Rate Loans only, Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar LIBO Rate Loan or Loan, (iib) with respect to BA Equivalent Loans only, there is no market for Bankers Acceptances, (c) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating LIBO Rate or (b) the Eurodollar Base BA Rate for any requested Interest Period with respect to a proposed Eurodollar LIBO Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”)BA Equivalent Loan, or (bd) the Administrative Agent LIBO Rate or the Required Lenders determine that for any reason the Eurodollar Base BA Rate for any requested Interest Period with respect to a proposed Eurodollar LIBO Rate Loan or BA Equivalent Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Loan, the Administrative Agent (if with respect to LIBO Rate Loans made to a Domestic Borrower) will promptly so notify the Lead Borrower and all Lenderseach Domestic Lender or the Canadian Agent (if with respect to LIBO Rate Loans or BA Equivalent Loans made to the Canadian Borrower) will promptly so notify the Canadian Borrower and each Canadian Lender. Thereafter, (i) the obligation of the Lenders to make or maintain Eurodollar LIBO Rate Loans with an Interest Period having or of the duration of such Interest Period Canadian Lenders to make or maintain BA Equivalent Loans, as applicable, shall be suspended, and (ii) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case suspended until the Administrative Agent or the Canadian Agent, as applicable (but in either case upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower may revoke any pending request for a BorrowingCommitted Borrowing of, conversion to or continuation of Eurodollar LIBO Rate Loans (made to a Domestic Borrower or the extent Canadian Borrower may revoke any pending request for a Committed Borrowing of, conversion to or continuation of the affected Eurodollar LIBO Rate Loans or Interest Periods) BA Equivalent Loans, as applicable, made to the Canadian Borrower, as applicable, or, failing that, will be deemed to have converted such request into either a request for a Committed Domestic Borrowing of Base Domestic Prime 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 3.03, 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable Impacted Loans, or (3) any Lender determines that any Law has made it unlawfula request for a Committed Canadian Borrowing of Canadian Prime Rate Loans in the amount specified therein, 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereofas applicable.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, (a) If the Administrative Agent determines after the Closing Date that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or (ii) any reason adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base applicable Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”)a given Approved Currency, or (b) that the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan in such Approved Currency does not adequately and fairly reflect the cost to the such Lenders of funding such Loan, or that deposits in the applicable Approved Currency are not being offered to banks in the London interbank eurodollar, or other applicable, market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan in the applicable Approved Currency, the Administrative Agent will promptly so notify the Borrower in writing and all Lenderseach Lender. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans with an Interest Period having in the duration of such Interest Period affected Approved Currency shall be suspended, suspended and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Eurocurrency 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. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in the affected Approved Currency shall be suspended 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 BorrowingBorrowing of, conversion to or continuation of Eurodollar such Eurocurrency Rate Loans (to the extent of denominated in the affected Eurodollar Rate Loans or Interest Periods) Approved Currency or, failing that, will be deemed to have converted such request request, if applicable, 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 3.03, 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If in connection with the Administrative Agent determines, for any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwiseproposed Interest Period, that: (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar applicable offshore market for such currency for the applicable amount and Interest Period of such Eurodollar any LIBOR Rate Loan or Loan; (iib) adequate and reasonable means do not exist for determining the LIBOR Rate; or (ac) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and or fairly reflect the cost to the Lenders of funding such or maintaining any LIBOR Rate Loan, then: (a) the Administrative Agent will promptly shall forthwith notify the Borrower Lenders and all Lendersthe Borrowers; and (b) while such circumstances exist, none of the Lenders shall allocate any Loans made during such period, or reallocate any Loans allocated to any then-existing Interest Period ending during such period, to an Interest Period with respect to which interest is calculated by reference to the LIBOR Rate. ThereafterIf, with respect to any outstanding Interest Period, a Lender notifies the Administrative Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such Loans or that the LIBOR Rate applicable to such Loans will not adequately reflect the cost to the Person of funding or maintaining such Loans for such Interest Period, then: (i) the obligation of Administrative Agent shall forthwith so notify the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having Borrowers and the duration of such Interest Period shall be suspended, Lenders; and (ii) in upon such notice and thereafter while such circumstances exist, the event of a determination described in the preceding sentence applicable Lender shall not make any LIBOR Rate Loans during such period, or reallocate any Loans allocated to any Interest Period ending during such period, to an Interest Period with respect to which interest is calculated by reference to the LIBOR Daily Floating Rate; provided that, (x) if the forgoing notice relates to Loans that are outstanding as LIBOR Rate or Loans, such Loans shall be Converted to Alternate Base Rate Loans only on the Eurodollar Rate component last day of the Base Ratethen-current Interest Period, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent and (y) upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Borrowers may revoke any pending request outstanding Requests for a Borrowing, conversion or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate 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 3.03, 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If the Required Lenders determine that for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan or a Bankers’ Acceptance (or BA Equivalent Note), as applicable, or a conversion to or continuation thereof or otherwise, that (a) the Administrative Agent determines that (i) US Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan or a Bankers’ Acceptance (iior BA Equivalent Note), as applicable, (b) adequate and reasonable means do not exist for determining (a) the Eurocurrency LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate BA Discount Rate, as applicable, for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing a Bankers’ Acceptance (or proposed Base Rate Loan (in each case with respect to this clause (aBA Equivalent Note), “Impacted Loans”)as applicable, or (bc) the Administrative Agent Eurocurrency LIBOR Rate or the Required Lenders determine that for any reason the Eurodollar Base Rate BA Discount Rate, as applicable, for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or a Bankers’ Acceptance (or BA Equivalent Note), as applicable, does not adequately and fairly reflect the cost to the such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower Borrowers and all Lenderseach Lender. Thereafter, (i) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans with an Interest Period having the duration of such Interest Period or a Bankers’ Acceptance (or BA Equivalent Note), as applicable, shall be suspended, and (ii) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Borrowers may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) a Bankers’ Acceptance (or BA Equivalent Note), as applicable, or, failing that, will be deemed to have converted such request into a request for a Borrowing of (a) US Base Rate Loans to the Canadian Borrower or US Prime Rate Loans to the US Borrowers, as applicable, in the amount specified therein with respect to Eurocurrency Rate Loans, or (b) Cdn. Prime 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 3.03, 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 therein with respect to such Impacted Loans until Bankers’ Acceptances (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under the first sentence of this Section 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereofBA Equivalent Notes).

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, that (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or Loan, (iib) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”)Loan, or (bc) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and all Lenderseach Lender (in each case with respect to clause (a), (b) or (c) above, “Impacted Loans”). Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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 Majority Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate 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 Majority Lenders have made the determination described in clause clauses (a), (b) or (c) of this Section 3.03section, the Administrative Agent, in consultation with the Borrower and the affected Majority Lenders, may establish an alternative interest rate for the applicable Impacted Loans, in which case, such alternative rate of interest rate shall apply with respect to such the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under clause (a), (b) or (c) of the first sentence of this Section 3.03, section or (2) the Administrative Agent notifies or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 . Notwithstanding anything to make, maintain or fund Loans whose interest is determined by reference to such alternative interest rate or to determine or charge interest rates based upon such rate the contrary in this Agreement or any Governmental Authority has imposed material restrictions on the ability of such Lender to do any of the foregoing andother Loan Documents, in each case, such Lender provides if the Administrative Agent and determines (which determination shall be conclusive absent manifest error), or the Borrower written notice thereof.or Majority Lenders notify the Administrative Agent (with, in the case of the Majority Lenders, a copy to Borrower) that the Borrower or Majority Lenders (as applicable) have determined, that:

Inability to Determine Rates. If in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof or otherwisethereof, (a) the Administrative Agent determines that (i) Dollar deposits (whether in Dollars or an Alternative Currency) 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 Eurodollar Eurocurrency Rate Loan Loan, or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”)Loan, or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and all Lenderseach Lender. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans with an Interest Period having in the duration of such Interest Period affected currency or currencies shall be suspended, suspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Eurocurrency 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 Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of in the affected Eurodollar Rate Loans currency or Interest Periods) currencies 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 in the case of a pending request for a Eurocurrency Rate Loan or conversion or continuation in an Alternative Currency as to which the Administrative Agent has made the determination described in clause (a) of the first sentence of this Section 3.03Section, the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate that reflects the all-in-cost of funds to the Administrative Agent for funding Loans in the applicable currency and amount, and with the same Interest Period as the Eurocurrency Rate Loan requested to be made, converted or continued, as the case may be (the “Impacted Loans”) and adjust the Applicable Rate as may be necessary to preserve the existing differentials between the underlying reference rate and Eurocurrency Rate loans in such currency, in which case, such alternative rate of interest rate shall apply with respect to such the Impacted Loans until (1x) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under clause (a) of the first sentence of this Section 3.03Section, (2y) the Required Lenders notify the Administrative Agent notifies and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable Impacted Loans, or (3z) 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 rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability authority of such Lender to do any of the foregoing and, in each case, such Lender and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If the Administrative Agent determines in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, that (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar applicable offshore Dollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or Loan, (iib) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Eurodollar Rate for such Eurodollar Rate Loan, or (bc) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed such Eurodollar Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly notify the Parent Borrower and all Lenders. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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) affected Lenders revokes such notice. Upon receipt of such notice, the a Borrower may may, without liability for any attendant breakage costs, revoke any pending request for a Borrowing, conversion or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate 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) in the first sentence of this Section 3.03section, the Administrative Agent, in consultation with the Parent Borrower and the affected Lenders, may establish an alternative interest rate for the applicable impacted Loans (the “Impacted Loans”), in which case, such alternative rate of interest rate shall apply with respect to such the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under clause (a) the first sentence of this Section 3.03section, (2) the Administrative Agent notifies or the affected Lenders notify the Administrative Agent and the Parent Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability authority of such Lender to do any of the foregoing and, in each case, such Lender and provides the Administrative Agent and the Parent Borrower written notice thereof.

Inability to Determine Rates. If Except in connection with an occurrence described in Section 3.08, if in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof or otherwisethereof, (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London eurodollar interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan Loan, or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a)) above, “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower and all Lenderseach Lender. Thereafter, (iA) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans with an Interest Period having the duration of such Interest Period shall be suspendedsuspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (iiB) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Eurocurrency 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 Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurodollar Eurocurrency Rate 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 the first sentence of this Section 3.03section, the Administrative Agent, in consultation with the Borrower and the affected Lenders, Required Lenders may establish agree upon an alternative interest rate for the applicable Impacted Loans, in which case, such alternative rate of interest rate shall apply with respect to such the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under clause (a) of the first sentence of this Section 3.03section, (2) the Administrative Agent notifies or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability authority of such Lender to do any of the foregoing and, in each case, such Lender and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If (a) Unless and until a Replacement Rate is implemented in connection accordance with any request for clause (b) below, if the Required Lenders advise the Administrative Agent prior to a Eurodollar Rate Borrowing or a conversion of a Base Rate Loan to a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, (a) the Administrative Agent determines of a Eurodollar Rate Loan that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or Loan, (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”), or (biii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Loan, the Administrative Agent will as promptly as practicable notify the applicable Borrower (by telephone and/or fax) and all Lenderseach Lender. Thereafter, (ix) any Interest Election Request that requests the obligation conversion of the Lenders any Base Rate Loan to make or maintain a Eurodollar Rate Loans with an Interest Period having Loan or the duration continuation of such Interest Period a Eurodollar Rate Loan shall be suspendedineffective, (y) if any Borrowing Request requests a Eurodollar Rate Borrowing, then such Borrowing shall be made as a Base Rate Borrowing and (iiz) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Base Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Base 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 Notwithstanding anything to the contrary herein, upon receipt of such notice, the such Borrower may revoke any pending request for a Eurodollar Rate Borrowing, conversion of a Base Rate Loan to a Eurodollar Rate Loan or a continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate 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 3.03, 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, that (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or (iiany such Loans, “Impacted Loans”), (b) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”)Loan, or (bc) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower Borrowers and all Lenderseach Lender. Thereafter, (i) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, and (ii) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Borrowers may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate 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 3.03above, the Administrative Agent, in consultation with the Borrower Borrowers and the affected Lenders, may establish an alternative interest rate for the applicable Impacted Loans, in which case, such alternative rate of interest rate shall apply with respect to such the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under clause (a) of the first sentence of this Section 3.03section, (2) the Administrative Agent notifies or the Required Lenders notify the Administrative Agent and the Parent Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability authority of such Lender to do any of the foregoing and, in each case, such Lender and provides the Administrative Agent and the Parent Borrower written notice thereof.

Inability to Determine Rates. If in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof or otherwisethereof, (a) the Administrative Agent determines that (i) U.S. Dollar deposits deposits, as applicable, are not being offered to banks in the London interbank eurodollar Eurocurrency market for such currency for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan Loan, or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this loans referred to in clause (a)a)(i) above and together with clause (c)(i) below, “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower and all Lenderseach Lender. Thereafter, (i) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, suspended and (ii) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Adjusted Eurocurrency Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (in the case of clause (b) of the preceding sentence upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurodollar Rate 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 (determined without reference to the Adjusted Eurocurrency Rate component thereof) in the amount specified therein. If in connection with any request for a CDOR Rate Loan or a conversion to or continuation thereof, (c) the Administrative Agent determines that (i) Canadian bankers’ acceptances are not being offered to banks in the Canadian market for bankers’ acceptances for the applicable amount and Interest Period of such CDOR Rate Loan, or (ii) adequate and reasonable means do not exist for determining the CDOR Rate for any requested Interest Period with respect to a proposed CDOR Rate Loan, or (d) the Administrative Agent or the Required Lenders determine that for any reason the CDOR Rate for any requested Interest Period with respect to a proposed CDOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such CDOR Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain CDOR Rate Loans shall be suspended until the Administrative Agent (in the case of clause (d) of the preceding sentence 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 CDOR Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Canadian Prime Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Administrative Agent has made any of the determination determinations described in clause (aa)(i) or (c)(i) of this Section 3.03, 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 rate of interest rate shall apply with respect to such the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under the first sentence clause (a) or clause (c) of this Section 3.03, (2) the Administrative Agent notifies or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability authority of such Lender to do any of the foregoing and, in each case, such Lender and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwisethereof, (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 Eurodollar Rate Loan or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a)) above, “Impacted Loans”), ) or (b) the b)the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower Borrowers and all Lenderseach Lender. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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) Lenders revokes such notice. Upon receipt of such notice, the Borrower Borrowers may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate 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 the first sentence of this Section 3.03section, the Administrative Agent, in consultation with the Borrower Borrowers and the affected Lenders, may establish an alternative interest rate for the applicable Impacted Loans, in which case, such alternative rate of interest rate shall apply with respect to such the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under clause (a) of the first sentence of this Section 3.03section, (2) the Administrative Agent notifies determines, or the Borrower affected Lenders notify the Administrative Agent and the Borrowers, that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability authority of such Lender to do any of the foregoing and, in each case, such Lender and provides the Administrative Agent and the Borrower Borrowers written notice thereof.

Inability to Determine Rates. If the Lender determines in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, that (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar applicable offshore Dollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or Loan, (iib) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Eurodollar Rate for such Eurodollar Rate Loan, or (bc) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed such Eurodollar Rate Loan does not adequately and fairly reflect the cost to the Lenders Lender of funding such Eurodollar Rate Loan, the Administrative Agent Lender will promptly notify the Borrower and all LendersBorrower. Thereafter, (i) the obligation of the Lenders Lender to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, and (ii) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case suspended until the Administrative Agent (upon the instruction of the Required Lenders) Lender revokes such notice. Upon receipt of such notice, the Borrower may may, without liability for any attendant breakage costs, revoke any pending request for a Borrowing, conversion or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate 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 Lender has made the determination described in clause (a) of the first sentence of this Section 3.03section, the Administrative AgentLender, in consultation with the Borrower and the affected LendersLender, may establish an alternative interest rate for the applicable affected Loans (the “Impacted Loans”), in which case, such alternative rate of interest rate shall apply with respect to such the Impacted Loans until (1) the Administrative Agent Lender revokes the notice delivered with respect to the applicable Impacted Loans under clause (a) of the first sentence of this Section 3.03section, (2) the Administrative Agent Lender notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders the Lender of funding the applicable Impacted Loans, or (3) any the Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such the Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability authority of such the Lender to do any of the foregoing and, in each case, such Lender and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof or otherwisethereof, (a) (i) 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 Dollars for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan Loan, or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate Loan Loan, (in each case with respect to this clause (a)) above, “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower Company and all Lenderseach Lender. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans with an Interest Period having the duration of such Interest Period in Dollars shall be suspended, (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Eurocurrency 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 Borrower Company may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans in Dollars (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed 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 3.03Section, the Administrative Agent, in consultation with the Borrower and the affected Required Lenders, may establish an alternative interest rate for the applicable Impacted Loans, in which case, such alternative rate of interest rate shall apply with respect to such the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under clause (a) of the first sentence of this Section 3.03section, (2) the Administrative Agent notifies or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability authority of such Lender to do any of the foregoing and, in each case, such Lender and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If the Required Lenders determine that for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan or a BBSY Loan or a conversion to or continuation thereof or otherwise, that (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base BBSY Rate for any requested Interest Period with respect to a proposed Eurodollar BBSY Loan (whether denominated in Dollars or an Alternative Currency), or (b) the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or BBSY Rate for any requested Interest Period with respect to a proposed BBSY Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Eurocurrency Rate Loan or BBSY Loan, as applicable, the Administrative Agent will promptly so notify the Borrower and all Lenderseach Lender. Thereafter, (i) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans with an Interest Period having or BBSY Loans in the duration of such Interest Period affected currency or currencies shall be suspended, suspended and (ii) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case case, until the Administrative Agent (upon the instruction of the Required Lenders, who agree to so instruct the Administrative Agent once the circumstances giving rise to the inability ability to determine rates no longer exist) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) BBSY Loans in the affected currency or currencies 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 3.03, 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, that (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or Loan, (iib) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”)Loan, or (bc) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with a Eurodollar Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Loan, the Administrative Agent will promptly notify the Borrower and all Lenderseach Lender. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, suspended and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Base Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Base 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, which the Administrative Agent shall promptly do upon receipt of such instruction from the Required Lenders. Upon receipt of such notice, the Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate 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 3.03, 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If (a) in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof or otherwisethereof, (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Eurocurrency Rate Loan Loan, or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or (any such Eurocurrency Rate Loans, “Impacted Loans”), (b) in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a)Loan, “Impacted Loans”)the Administrative Agent determines that adequate and reasonable means do not exist for determining the Eurocurrency Rate component of the Base Rate, if any, or (bc) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower and all Lenderseach Lender. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans with an Interest Period having the duration of such Interest Period shall be suspendedsuspended to the extent of the affected Eurocurrency Rate Loans or Interest Periods, and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Eurocurrency Rate component in determining the Base Rate Rate, if any, shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurodollar Eurocurrency Rate 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 Loan in the amount specified therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) of this Section 3.03section, 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, case such alternative rate of interest rate shall apply with respect to such the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under the first sentence clause (a) of this Section 3.03section, (2) the Required Lenders notify the Administrative Agent notifies and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable Impacted Loans, in which case the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish a different alternative interest rate for the Impacted Loans, or (3) any affected 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 rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability authority of such Lender to do any of the foregoing and, in each case, such Lender and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If in connection with the Agent determines that for any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, reason that (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London offshore interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar LIBOR Rate Loan or Loan, (iib) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar LIBOR Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”)Loan, or (bc) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base LIBOR Rate applicable pursuant to Section 2.11(a) for any requested Interest Period with respect to a proposed Eurodollar LIBOR Rate Loan does not adequately and fairly reflect the cost to the applicable Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and all Lenderseach applicable Lender. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar LIBOR Rate Loans with an Interest Period having the duration of such Interest Period hereunder shall be suspended, and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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 noticenotice in writing, at which time neither the obligation referred to in clause (x) nor the utilization referred to in clause (y) shall be suspended. Upon receipt of such notice, the Borrower may revoke any pending request for a BorrowingNotice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does not revoke such Notice, conversion then the applicable Lenders shall make, convert or continuation of Eurodollar Rate Loans (to continue the extent of Loans, as proposed by the affected Eurodollar Rate Loans or Interest Periods) orBorrower, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified thereinin the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans, as the case may be, and such Loans shall be assumed by the Borrower. Notwithstanding The Agent shall, promptly following its determination that the foregoing, if the Administrative Agent has made the determination described in clause (a) of reason for any suspension under this Section 3.03no longer exists, the Administrative Agent, in consultation with deliver a notice of revocation of such suspension to the Borrower and the affected Lenders, may establish an alternative interest rate for the each 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereofLender.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwisethereof, (a) the Administrative Agent Lender determines that (ia) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or Loan, (iib) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”)Loan, or (bc) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the Lenders Lender of funding such Eurodollar Rate Loan, the Administrative Agent Lender will promptly so notify the Borrower and all LendersBorrower. Thereafter, (i) the obligation of the Lenders Lender to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (ii) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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) Lender revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate 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 in the Administrative Agent has made the determination described in clause (a) case of this Section 3.03such pending request, the Administrative AgentLender, in consultation with the Borrower and the affected LendersBorrower, may establish an alternative interest rate for funding Loans in the applicable Impacted Loansamount, and with the same Interest Period as the Loan requested to be made, converted or continued, as the case may be in which case, such alternative rate of 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If the Majority Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, that (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or Loan, (iib) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”)Loan, or (bc) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and all Lenderseach Lender (in each case with respect to clauses (a), (b) or (c) above, “Impacted Loans”). Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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 Majority Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate 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 Majority Lenders have made the determination described in clause clauses (a), (b) or (c) of this Section 3.03section, the Administrative Agent, in consultation with the Borrower and the affected Majority Lenders, may establish an alternative interest rate for the applicable Impacted Loans, in which case, such alternative rate of interest rate shall apply with respect to such the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under clauses (a), (b) or (c) of the first sentence of this Section 3.03, section or (2) the Administrative Agent notifies or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 . Notwithstanding anything to make, maintain or fund Loans whose interest is determined by reference to such alternative interest rate or to determine or charge interest rates based upon such rate the contrary in this Agreement or any Governmental Authority has imposed material restrictions on the ability of such Lender to do any of the foregoing andother Loan Documents, in each case, such Lender provides if the Administrative Agent and determines (which determination shall be conclusive absent manifest error), or the Borrower written notice thereof.or Majority Lenders notify the Administrative Agent (with, in the case of the Majority Lenders, a copy to Borrower) that the Borrower or Majority Lenders (as applicable) have determined, that:

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, thereof: (a) the Administrative Agent determines that that: (i) Dollar deposits (whether denominated in Dollars or an Alternative Currency) 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 Eurodollar Rate Loan Loan; or (ii) adequate and reasonable means do not exist for determining LIBOR (aA) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or (B) in connection with an existing or proposed Base Rate Loan or Floating LIBOR Rate Loan (in each case case, with respect to this clause (a)) above, the “Impacted Loans”), ; or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base (i) Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or (ii) the Floating LIBOR Rate with respect to a proposed Floating LIBOR Rate Loan, does not adequately and fairly reflect the cost to the Lenders such Funding Parties of funding such Loan, the ; Administrative Agent will promptly so notify the Borrower Parties and all Lenderseach Funding Party. Thereafter, : (ix) the obligation of the Lenders Funding Parties, as applicable, to make or maintain Eurodollar Eurocurrency Rate Loans with an Interest Period having or Floating LIBOR Rate Loans in the duration of such Interest Period affected currency or currencies shall be suspendedsuspended (to the extent of the affected Eurocurrency Rate Loans, Floating LIBOR Rate Loans or Interest Periods); and (iiy) in the event of a determination described in the preceding sentence with respect to the Floating LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the Floating LIBOR Daily Floating Rate or 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 any Borrower Party may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) or of Floating LIBOR Rate Loans (to the extent of the affected Floating LIBOR Rate Loan) in the affected currency or currencies or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans Loans, without reference to the Floating LIBOR Rate, in the amount specified therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) of the first sentence of this Section 3.03Section, the Administrative Agent, in consultation with the Borrower and the affected Required Lenders, may establish an alternative rate to be used in substitution for the LIBOR in calculating the interest rate for the applicable Impacted Loans, in which case, case such alternative interest rate shall apply in calculating interest with respect to such the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under clause (a) of the first sentence of this Section 3.03Section, (2) the Administrative Agent notifies or the Required Lenders notify Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders Funding Parties of funding the applicable Impacted Loans, or (3) any Lender Funding Party determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender Funding Party or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such 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 authority of such Lender Funding Party to do any of the foregoing and, in each case, such Lender and provides the Administrative Agent and the Borrower written notice thereof, provided, however, that to the extent an alternative rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further, that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.

Inability to Determine Rates. If the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, that (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or Loan, (iib) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”)Loan, or (bc) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and all Lenderseach Lender (each, a “Market Disruption Event”). Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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 Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate 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 During any period in which a Market Disruption Event is in effect, the foregoingBorrower may request, if the Administrative Agent has made the determination described in clause (a) of this Section 3.03, through the Administrative Agent, that the Required Lenders confirm that the circumstances giving rise to the Market Disruption Event continue to be in consultation with effect. If, within ten Business Days following such confirmation request, the Required Lenders have not confirmed the continued effectiveness of such Market Disruption Event, then such Market Disruption Event shall no longer be deemed to be in effect; provided, that (A) the Borrower shall not be permitted to submit any such request more than once in any 30 day period and (B) nothing contained in this Section 3.03 or the affected failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Required Lenders, may establish an alternative interest rate for the applicable Impacted Loans, ’ right to provide any additional notices of a Market Disruption Event as provided 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a)) above, “Impacted Loans”), ) or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and all Lenderseach Lender. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of or the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate 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 the first sentence of this Section 3.03Section, the Administrative Agent, in consultation with the Borrower and the affected Lenders, may may, with the Borrower’s consent, establish an alternative interest rate for the applicable Impacted Loans, in which case, such alternative rate of interest rate shall apply with respect to such the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under clause (a) of the first sentence of this Section 3.03section, (2) the Administrative Agent notifies or the Required Lenders notify the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability authority of such Lender to do any of the foregoing and, in each case, such Lender and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwisethereof, the Lender determines in good faith that (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or Loan, (iib) adequate and reasonable means do not exist for (i) determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”)Loan, or (bii) ascertaining LIBOR and such circumstances are unlikely to be temporary, (c) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the Lenders Lender of funding such Eurodollar Rate Loan, (d) the Administrative Agent administrator of LIBOR or a Governmental Authority having jurisdiction over the Lender has made a public statement identifying a specific date after which LIBOR shall no longer be made available, or used for determining the interest rate of loans, or (e) loans currently being executed, or that include language similar to that contained in this Section 3.03, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, in any such case, the Lender will promptly so notify the Borrower and all LendersRCI. Thereafter, (i) the obligation of the Lenders Lender to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, and (ii) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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) Lender revokes such notice. Upon receipt of such notice, the Borrower Borrowers may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate 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 in the Administrative Agent has made the determination described in clause (a) case of this Section 3.03such pending request, the Administrative AgentLender, in consultation with the Borrower and the affected LendersRCI, may establish an alternative interest rate for funding or maintaining Loans in the applicable Impacted Loansamount, and with the same Interest Period as the Loan requested to be made, converted or continued, as the case may be in which case, such alternative rate of 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or LIBOR Daily Rate Loan or a conversion to or continuation thereof or otherwisethereof, (ai) the Administrative Agent determines that (iA) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or (iiB)(x) adequate and reasonable means do not exist for determining (a) the Eurodollar Rate or LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or LIBOR Daily Rate Loan, respectively, or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c) do not apply (in each case with respect to this clause (ai), “Impacted Loans”), or (bii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or the LIBOR Daily Rate with respect to a proposed LIBOR Daily Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Loan, the Administrative Agent will 69 promptly so notify the Borrower Company and all Lenderseach Lender. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period or LIBOR Daily Rate Loans shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans, LIBOR Daily Rate Loans or Interest Periods), and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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 Borrower Borrowers may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or LIBOR Daily 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. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) of this Section 3.03, 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If the Lender determines that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwisethereof, that (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or Loan, (iib) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause clauses (a)) and (b) above, “Impacted Loans”), or (bc) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the Lenders Lender of funding such Eurodollar Rate Loan, the Administrative Agent Lender will promptly so notify the Borrower and all LendersBorrower. Thereafter, (i) the obligation of the Lenders Lender to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, and (ii) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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) Lender revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate 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 Lender has made the determination described in clause (a) or (b) of this Section 3.03section, the Administrative AgentLender, in consultation with the Borrower and the affected LendersBorrower, may establish an alternative interest rate for the applicable Impacted Loans, in which case, such alternative rate of interest rate shall apply with respect to such the Impacted Loans until (1) the Administrative Agent Lender revokes the notice delivered with respect to the applicable Impacted Loans Loan under the first sentence of this Section 3.03section, (2) the Administrative Agent Lender notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable Impacted Loans, or (3) any the Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, unlawful for such the Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability authority of such the Lender to do any of the foregoing and, in each case, such Lender and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, that (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 Eurodollar Rate Loan or Loan, (iib) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”)Loan, or (bc) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and all Lenderseach Lender. Thereafter, (i) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having in the duration of such Interest Period affected currency or currencies shall be suspended, and (ii) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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 Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of in the affected Eurodollar Rate Loans currency or Interest Periods) currencies 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 3.03section, the Administrative Agent, in consultation with the Borrower and the affected Required Lenders, may establish an alternative interest rate for the applicable any Eurodollar Rate Loans subject to clauses (a), (b) or (c) immediately above (any “Impacted Loans”), in which case, such alternative rate of interest rate shall apply with respect to such the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under clause (a) of the first sentence of this Section 3.03section, (2) the Administrative Agent notifies or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability authority of such Lender to do any of the foregoing and, in each case, such Lender and provides the Administrative Agent and the Borrower written notice thereof. For the avoidance of doubt, nothing contained in this paragraph shall permit the Administrative Agent to establish an alternative interest rate for Base Rate Loans and, during the applicable determination, the utilization of the Eurodollar Rate component of the Base Rate shall remain suspended in accordance with the preceding paragraph.

Inability to Determine Rates. If the Administrative Agent or the Required Lenders reasonably determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, that (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or Loan, (iib) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Adjusted Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”), or (bc) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and all Lenderseach Lender. Thereafter, (i) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, and (ii) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Adjusted Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Adjusted 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 Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate 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; provided, however, that if the Administrative Agent has made the determination described in clause (a) of this Section 3.03, the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish applicable Lenders cannot agree within a reasonable time on an alternative interest rate for such Loans, the applicable Impacted LoansBorrower may, at its discretion, either (x) prepay such Loans or (y) maintain such Loans outstanding, in which case, such alternative the interest rate shall apply with respect payable to the applicable Lender on such Impacted Loans until (1) will be the rate determined by the Administrative Agent revokes the notice delivered as its cost of funds to fund a Borrowing of such Loans with respect maturities comparable to the Interest Period applicable Impacted Loans under thereto plus the first sentence of this Section 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereofApplicable Rate.

Inability to Determine Rates. If the Administrative Agent or the Required Lenders determine that for any reason in connection with any request for a Fixed Period Eurodollar Rate Loan or a Daily Floating Eurodollar Loan, as applicable, or a conversion to or continuation thereof or otherwise, that (a) deposits in the Administrative Agent determines that (i) Dollar deposits relevant Approved Currency are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Fixed Period Eurodollar Rate Loan or Daily Floating Eurodollar Loan, (iib) adequate and reasonable means do not exist for determining the Fixed Period Eurodollar Rate or Daily Floating Eurodollar Rate, as applicable, for any requested Interest Period with respect to a proposed Fixed Period Eurodollar Loan or Daily Floating Eurodollar Loan, as applicable, or (ac) the LIBOR Fixed Period Eurodollar Rate or Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Fixed Period Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason the Daily Floating Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower Borrowers and all Lenderseach Lender. Thereafter, (i) the obligation of the Lenders to make or maintain Fixed Period Eurodollar Rate Loans with an Interest Period having or Daily Floating Eurodollar Loans in the duration of such Interest Period affected currency or currencies shall be suspended, and (ii) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Borrowers may revoke any pending request Request for a BorrowingBorrowing of, conversion to or continuation of Fixed Period Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) Daily Floating Eurodollar Loans, as applicable, or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans Loan in the amount specified therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) of this Section 3.03, 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), the “Impacted Loans”), or (b) the Administrative Agent or the Required affected Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and all Lenderseach Lender (each of (a) through (b), a “Market Disruption Event”). Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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 affected Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. During any period in which a Market Disruption Event is in effect, the Borrower may request, through the Administrative Agent, that the affected Lenders (who gave such notice), as applicable, confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect. If, within thirty Business Days following such confirmation request, the affected Lenders have not confirmed the continued effectiveness of such Market Disruption Event, then such Market Disruption Event shall no longer be deemed to be in effect; provided, that (A) the Borrower shall not be permitted to submit any such request more than once in any 30 day period and (B) nothing contained in this Section 3.03 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the affected Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 3.03. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) of the first sentence of this Section 3.03section, 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 rate of interest rate shall apply with respect to such the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under clause (a) of the first sentence of this Section 3.03section, (2) the Administrative Agent notifies or the affected Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability authority of such Lender to do any of the foregoing and, in each case, such Lender and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If the Required Lenders reasonably determine in good faith that for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof or otherwise, that (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount amount, currency and Interest Period of such Eurodollar Eurocurrency Rate Loan or Loan, (iib) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”)Loan, or (bc) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Loan, the Administrative Agent will promptly so notify the relevant Borrower and all Lenderseach Lender. Thereafter, (i) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, and (ii) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Eurocurrency 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 Borrower Borrowers may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurodollar Rate 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 therein or, in the foregoingcase of a pending request for a Borrowing of, if the Administrative Agent has made the determination described conversion to or continuation of Eurocurrency Rate Loans denominated in clause an Available Currency (a) of this Section 3.03other than Dollars), the Administrative Agent, in consultation with the Borrower Borrowers and the affected Lenders, Lenders may establish an a mutually acceptable 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereofrate.

Inability to Determine Rates. If in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof or otherwisethereof, (a) the Administrative Agent determines that (i) Dollar deposits (whether in Dollars or an Alternative Currency) 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 Eurodollar Eurocurrency Rate Loan Loan, or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”)Loan, or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower Company and all Lenderseach Lender. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans with an Interest Period having in the duration of such Interest Period affected currency or currencies shall be suspended, suspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Eurocurrency 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 applicable Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of in the affected Eurodollar Rate Loans currency or Interest Periods) currencies 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 in the case of a pending request for a Eurocurrency Rate Loan or conversion or continuation in an Alternative Currency as to which the Administrative Agent has made the determination described in clause (a) of the first sentence of this Section 3.03Section, the Administrative Agent, in consultation with the Borrower Company and the affected Lenders, may establish an alternative interest rate that reflects the all-in-cost of funds to the Administrative Agent for funding Loans in the applicable currency and amount, and with the same Interest Period as the Eurocurrency Rate Loan requested to be made, converted or continued, as the case may be (the “Impacted Loans”), in which case, such alternative rate of interest rate shall apply with respect to such the Impacted Loans until (1x) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under clause (a) of the first sentence of this Section 3.03Section, (2y) the Required Lenders notify the Administrative Agent notifies and the Borrower Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable Impacted Loans, or (3z) any Lender determines that any Law has made it unlawful, or that any Governmental Government 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 rate or to determine or charge interest rates based upon such rate or any Governmental Government Authority has imposed material restrictions on the ability authority of such Lender to do any of the foregoing and, in each case, such Lender and provides the Administrative Agent and the Borrower Company written notice thereof.

Inability to Determine Rates. If the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or Loan, (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”)Loan, or (biii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such LoanLoan (each, a “Market Disruption Event”), the Administrative Agent will promptly so notify the Borrower Borrowers and all Lenderseach Lender. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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 Borrower Borrowers may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate 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 During any period in which a Market Disruption Event is in effect, the foregoingBorrowers may request, if the Administrative Agent has made the determination described in clause (a) of this Section 3.03, through the Administrative Agent, that the Required Lenders confirm that the circumstances giving rise to the Market Disruption Event continue to be in consultation with effect. If, within ten Business Days following such confirmation request, the Borrower and Required Lenders have not confirmed the affected Lenderscontinued effectiveness of such Market Disruption Event, may establish an alternative interest rate for the applicable Impacted Loansthen such Market Disruption Event shall no longer be deemed to be in effect; provided, in which case, such alternative interest rate shall apply with respect to such Impacted Loans until that (1A) the Administrative Agent revokes Borrowers shall not be permitted to submit any such request more than once in any 30 day period and (B) nothing contained in this Section 3.03 or the notice delivered with respect failure to provide confirmation of the applicable Impacted Loans under continued effectiveness of such Market Disruption Event shall in any way affect the first sentence Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If in connection with If, on or prior to the first day of any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, Interest Period (an “Affected Interest Period”): (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in that, by reason of circumstances affecting the London interbank eurodollar market for such currency for market, LIBOR cannot be determined pursuant to the applicable amount and Interest Period of such Eurodollar Rate Loan or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate definition thereof; or (b) the Eurodollar Base Rate Required Lenders determine and notify the Administrative Agent that the relevant rate of interest referred to in the definition of “LIBOR” upon the basis of which the rate of interest for any requested Loans for such Affected Interest Period with respect is to a proposed Eurodollar Rate Loan be determined will not be adequate to cover the cost to such Lenders of making or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”), maintaining its Disbursements for such Affected Interest Period; or (bc) the Screen Rate is not available or the Screen Rate is zero or negative and none or only one of the Reference Banks supplies a rate to the Administrative Agent to determine LIBOR for the relevant Interest Period, the Administrative Agent shall give notice thereof (a “Rate Determination Notice”) to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given, during the thirty (30) day period following such Rate Determination Notice (the “Negotiation Period”) the Administrative Agent or and the Required Lenders determine Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis (having the written approval of all Lenders) for the Disbursements that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly shall reflect the cost to the Lenders of funding their Disbursements from alternative sources (a “Substitute Basis”), and if such LoanSubstitute Basis is so agreed upon during the Negotiation Period, such Substitute Basis shall apply in lieu of LIBOR to all Interest Periods commencing on or after the first day of the Affected Interest Period, until the circumstances giving rise to such notice have ceased to apply. During the Negotiation Period, the Lenders are not obliged to fund any Disbursement unless and until a Substitute Basis is agreed upon. If a Substitute Basis is not agreed upon during the Negotiation Period, each Lender shall, subject to compliance with applicable Brazilian laws and regulations, determine (and shall certify from time to time in a certificate delivered by such Lender to the Administrative Agent will promptly notify setting forth in reasonable detail the Borrower and all Lenders. Thereafter, (ibasis of the computation of such amount) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, and (ii) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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 Borrower may revoke any pending request for a Borrowing, conversion or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate 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 3.03, 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect basis reflecting the cost to such Lenders Lender of funding its Loans for the applicable Impacted LoansInterest Period commencing on or after the first day of the Affected Interest Period, or (3) any until the circumstances giving rise to such notice have ceased to apply, and such rate basis shall be binding upon the Borrower and such Lender determines that any Law has made it unlawfuland shall apply in lieu of LIBOR, or that any Governmental Authority has asserted that it is unlawfulas applicable, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereofrelevant Interest Period.

Inability to Determine Rates. If the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, that (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or Loan, (iib) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case or adequate and reasonable means do not exist for determining the Daily Floating Eurodollar Base Rate with respect to this clause (a), “Impacted Loans”)a proposed Daily Floating Eurodollar Rate Swing Line Loan, or (bc) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with a Eurodollar Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Loan, the Administrative Agent will promptly notify the Borrower and all Lenderseach Lender. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, suspended and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate or the Daily Floating Eurodollar Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Rate component in determining the Base Rate shall be suspendedsuspended and/or the Swing Line Lender shall not be required to advance Daily Floating Eurodollar Rate Swing Line Loans, in each case 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 BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected or Daily Floating Eurodollar Rate Swing Line 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 3.03, 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Committed Loan or a conversion to or continuation thereof or otherwisethereof, (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan Committed Loan, or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Committed Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”)Committed Loan, or (b) the Administrative Agent or the Required Majority Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Committed Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Eurodollar Rate Committed Loan, the Administrative Agent will promptly so notify the Borrower and all Lenderseach Lender. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Rate Committed Loans with an Interest Period having the duration of such Interest Period shall be suspended, suspended (to the extent of the affected Eurodollar Rate Committed Loans or Interest Periods) and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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) Majority Lenders revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Committed Loans (to the extent of the affected Eurodollar Rate Committed Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Committed Loans in the amount specified therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) of this Section 3.03, 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, (a) If the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Required Lenders notify the Administrative Agent that the Required Lenders have determined, that (i) Dollar deposits are not being offered to banks in by reason of circumstances affecting the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or (ii) relevant market, adequate and reasonable means do not exist for determining the Eurocurrency Rate for such Interest Period (aand the circumstances described in Section 3.05(b) do not apply) or (ii) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Eurocurrency Rate for any such requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to the such Lenders (as certified by such Lenders, which certification shall be conclusive absent manifest error) of funding making or maintaining their affected Loans during such LoanInterest Period, then the Administrative Agent will promptly notify shall give telecopy or telephonic notice thereof to the Lead Borrower and all Lendersthe relevant Lenders as soon as practicable thereafter. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans with an Interest Period having in the duration of such Interest Period affected currency or currencies shall be suspended, suspended and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Eurocurrency 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 Lead Borrower (on behalf of the Borrowers) may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) or, failing that, (A) with respect to a pending request for Loans denominated in Dollars, the Lead Borrower will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause therein and (aB) of this Section 3.03, 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 denominated in any Alternative Currency, at the election of the Lead Borrower, (1) the Administrative Agent revokes the notice delivered with respect such request shall be converted into a request for a Borrowing of Base Rate Loans denominated in Dollars (subject to the foregoing clause (y)) in the Dollar Equivalent of the amount specified therein (and, in the case of any outstanding Eurocurrency Rate Loans, regardless of whether such request is made, such Loans will automatically be deemed to be converted to Base Rate Loans denominated in Dollars in the Dollar Equivalent of such Loans at the end of the applicable Impacted Loans under the first sentence of this Section 3.03, Interest Period) or (2) the Administrative Agent notifies applicable Borrower shall repay such Eurocurrency Loans (to the Borrower that such alternative interest rate does not adequately and fairly reflect extent outstanding) in full at the cost to such Lenders end of funding the applicable Impacted LoansInterest Period; provided, or however that if no such election is made by the Lead Borrower with in three (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 interest rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability days after receipt of such Lender notice, the Lead Borrower shall be deemed to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereofhave elected clause (1) above.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, (a) If prior to the commencement of the Interest Period for any proposed Borrowing of Eurocurrency Rate Loans (x) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Eurocurrency Rate for any the requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Eurocurrency Rate Loan (whether denominated in each case Dollars or an Alternative Currency) or (y) if such Borrowing is of a particular Class of Loans, the Administrative Agent is advised by the Majority Class Lenders with respect to this clause (a), “Impacted Loans”), or (b) such Class that the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Eurocurrency Rate for any the requested Interest Period with respect to a proposed Eurodollar Rate Loan does will not adequately and fairly reflect the cost to the such Lenders of funding making or maintaining their respective Loans included in such LoanBorrowing for such Interest Period, then the Administrative Agent will promptly notify shall give notice thereof to the Borrower and all Lenders. Thereafterthe Lenders as promptly as practicable thereafter and, until the Administrative Agent (iin the case of clause (y), upon the instruction of the Majority Class Lenders of the affected Class of Loans) notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans with an Interest Period having in the duration of such Interest Period affected currency or currencies shall be suspended, and (ii) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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 Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of in the affected Eurodollar Rate Loans currency or Interest Periods) currencies or, failing that, will be deemed to have converted such request into a request (a) for a Borrowing of (or conversion to) 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 3.03, the Administrative Agent, in consultation the case of Loans denominated in Dollars, or (b) for a Borrowing of (or conversion to) a Loan bearing interest at the Cost of Funds Rate plus the Applicable Rate with the Borrower and the affected Lenders, may establish an alternative interest rate for the applicable Impacted respect to Eurocurrency Rate 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 case of this Section 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereofother Loan.

Inability to Determine Rates. If in connection with If, on or prior to the first day of any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, Interest Period (an “Affected Interest Period”): (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in that, by reason of circumstances affecting the London interbank eurodollar market for such currency for market, LIBOR cannot be determined pursuant to the applicable amount and Interest Period of such Eurodollar Rate Loan or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate definition thereof; or (b) the Eurodollar Base Rate Required Lenders determine and notify the Administrative Agent that the relevant rate of interest referred to in the definition of “LIBOR” upon the basis of which the rate of interest for any requested Loans for such Affected Interest Period with respect is to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect be determined will not be adequate to this clause (a), “Impacted Loans”), cover the cost to such Lenders of maintaining its Loans for such Affected Interest Period; or (bc) the Screen Rate is not available or the Screen Rate is zero or negative and none or only one of the Reference Banks supplies a rate to the Administrative Agent to determine LIBOR for the relevant Interest Period, the Administrative Agent shall give notice thereof (a “Rate Determination Notice”) to the Borrower and the Lenders as soon as practicable thereafter. If such Rate Determination Notice is given, during the thirty (30) day period following such Rate Determination Notice (the “Negotiation Period”) the Administrative Agent or and the Required Lenders determine Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis (having the written approval of all Lenders) for the Loans that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly shall reflect the cost to the Lenders of funding maintaining their Loans from alternative sources (a “Substitute Basis”), and if such LoanSubstitute Basis is so agreed upon during the Negotiation Period, such Substitute Basis shall apply in lieu of LIBOR to all Interest Periods commencing on or after the first day of the Affected Interest Period, until the circumstances giving rise to such Rate Determination Notice have ceased to apply (it being understood and agreed that the relevant agreement may permanently impose the Substitute Basis should LIBOR permanently cease to be determinable). If a Substitute Basis is not agreed upon during the Negotiation Period, each Lender shall, subject to compliance with applicable Brazilian laws and regulations, determine (and shall certify from time to time in a certificate delivered by such Lender to the Administrative Agent will promptly notify setting forth in reasonable detail the Borrower and all Lenders. Thereafterbasis of the computation of such amount, (iprovided that only one such certification shall be required in connection with any permanent adjustment to the rate basis arising from LIBOR permanently ceasing to be determinable) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, and (ii) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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 Borrower may revoke any pending request for a Borrowing, conversion or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate 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 3.03, 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect basis reflecting the cost to such Lenders Lender of funding its Loans for the applicable Impacted LoansInterest Period commencing on or after the first day of the Affected Interest Period, or (3) any until the circumstances giving rise to such Rate Determination Notice have ceased to apply, and such rate basis shall be binding upon the Borrower and such Lender determines that any Law has made it unlawfuland shall apply in lieu of LIBOR, or that any Governmental Authority has asserted that it is unlawfulas applicable, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such 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 relevant Interest Period and (at the election of such Lender if LIBOR should permanently cease to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereofbe determinable) all subsequent Interest Periods.

Inability to Determine Rates. If in connection with Subject to Section 2.14, if, on or prior to the first day of any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Benchmark Loan, the Administrative Deal Agent determines (which determination shall be conclusive and binding absent manifest error) that the Benchmark then in effect cannot be determined pursuant to the terms of this Agreement, the Deal Agent will promptly notify the Borrower and all Lenderseach Lender. ThereafterUpon notice thereof by the Deal Agent to the Borrower, (i) the any obligation of the Lenders to make Benchmark Loans, and any right of the Borrower to continue Benchmark Loans or maintain Eurodollar to convert Base Rate Loans with an Interest Period having the duration of such Interest Period to Benchmark Loans, shall be suspended, and suspended (ii) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component extent of the Base Rate, the utilization of the LIBOR Daily Floating Rate affected Benchmark Loans or the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case affected Interest Periods) until the Administrative Deal Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowingborrowing of, conversion to or continuation of Eurodollar Rate Benchmark Loans (to the extent of the affected Eurodollar Rate Benchmark Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing Base Rate Loan of or conversion to Base Rate Loans in the amount specified thereintherein and (ii) any outstanding affected Benchmark Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Notwithstanding Upon any such conversion, the foregoingBorrower shall also pay any additional amounts required pursuant to this Agreement. Subject to Section 2.14, if the Administrative Deal Agent has made determines (which determination shall be conclusive and binding absent manifest error) that the determination described in Benchmark cannot be determined pursuant to the terms of this Agreement on any given day, the interest rate on the Base Rate Loans shall be determined by the Deal Agent without reference to clause (ac) of this Section 3.03, the Administrative Agent, in consultation with definition of 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 “Base Rate” until (1) the Administrative Deal Agent revokes the notice delivered with respect to the applicable Impacted Loans under the first sentence of this Section 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereofdetermination.

Inability to Determine Rates. If the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, that (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or Loan, (iib) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan Loan, (in each case with respect to this clause (a), “Impacted Loans”), or (bc) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan or (d) an Overnight Loan that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount of such Overnight Loan, (ii) adequate and reasonable means do not exist for determining the Overnight Rate with respect to a proposed Overnight Loan, or (iii) the Overnight Rate with respect to a proposed Overnight 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, (ix) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period or Overnight Loans, as applicable, shall be suspended, suspended and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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 Borrower may revoke any pending request for a Borrowing, conversion or continuation of Eurodollar Rate Loans (to the extent or a Borrowing or conversion of the affected Eurodollar Rate Loans or Interest Periods) Overnight Loans, as applicable, 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 3.03, 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a)) above, “Impacted Loans”), ) or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and all Lenderseach Lender. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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) Lenders revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate 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 the first sentence of this Section 3.03Section, 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 rate of interest rate shall apply with respect to such the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under clause (a) of the first sentence of this Section 3.03section, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability authority of such Lender to do any of the foregoing and, in each case, such Lender and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. (a) If the Required Lenders reasonably determine that (i) in connection with any request for a Eurodollar EURIBO Rate Loan or a conversion to or continuation thereof or otherwiseTerm SOFR Loan, (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or (ii) any reason adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating EURIBO Rate or (b) the Eurodollar Base Adjusted EURIBO Rate or Term SOFR, as applicable, for any requested Interest Period with respect to a proposed Eurodollar EURIBO Rate Loan or in connection with an existing or proposed Base Rate Term SOFR Loan (in each case with respect to this clause (aincluding because the EURIBO Screen Rate or Term SOFR is not available or published on a current basis), “Impacted (ii) in the case of EURIBO Rate Loans”), they are unable to obtain matching deposits in the euro inter-bank market at or about 11:00 a.m. (bBrussels, Belgium time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Loans as part of such Borrowing during its Interest Period, (iii) the Administrative Agent EURIBO Rate, Adjusted EURIBO Rate or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does Term SOFR, as applicable, will not adequately and fairly reflect the cost to the such Required Lenders of making, funding or maintaining their respective EURIBO Rate Loans or Term SOFR Loans, as applicable, for such Interest Period or (iv) in connection with any RFR Loan, adequate and reasonable means do not exist for determining Daily Simple RFR, the Administrative Agent will promptly so notify the Borrower ESI and all Lenderseach Lender. Thereafter, (i) the obligation of the Lenders to make or maintain Eurodollar EURIBO Rate Loans, Term SOFR Loans with an Interest Period having the duration of such Interest Period or RFR Loans shall be suspended, and (ii) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Borrowers may revoke any pending request for (x) a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar EURIBO Rate Loans or Interest PeriodsTerm SOFR Loans or (y) a Borrowing of, RFR Loans, as the case may be, or, failing that, will (A) in the case of EURIBO Rate Loans or Term SOFR Loans, be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in Dollars in the amount specified therein (or, in the case of any applicable Loan in an Alternative Currency other than Pounds Sterling or Yen, in an amount equal to the Dollar Equivalent thereof) and (B) in the case of RFR Loans, be deemed to have requested a Loan in Pounds Sterling or Yen, as applicable, that bears interest at the applicable Central Bank Rate plus the Applicable Rate applicable to such RFR Loans; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for Pounds Sterling or Yen, as applicable, cannot be determined, then the Borrower shall be deemed to have converted any such request into a request for a Borrowing of Base Rate Loans in Dollars (in an amount equal to the Dollar Equivalent of the amount specified therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) of this Section 3.03, 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereofquestion).

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a)) above, “Impacted Loans”), ) or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and all Lenderseach Lender. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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) Lenders revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate 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 the first sentence of this Section 3.03Section, 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 rate of interest rate shall apply with respect to such the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under clause (a) of the first sentence of this Section 3.03section, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability authority of such Lender to do any of the foregoing and, in each case, such Lender and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwisethereof, (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a)a)(i) above, “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and all Lenderseach Lender. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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) Lenders revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate 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 3.03subsection 4.05(a)(i), the Administrative Agent, in consultation with the Borrower and the affected Required Lenders, may establish an alternative interest rate for the applicable Impacted Loans, in which case, such alternative rate of interest rate shall apply with respect to such the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under clause (a) of the first sentence of this Section 3.034.05, (2) the Administrative Agent notifies or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability authority of such Lender to do any of the foregoing and, in each case, such Lender and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If the Requisite Lenders reasonably determine that for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan or a BA Rate Loan, as applicable, or a conversion to or continuation thereof or otherwise, that (a) deposits (whether in Dollars or the Administrative Agent determines that (iapplicable Alternative Currency) 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 Eurodollar Rate Loan or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Eurocurrency Rate Loan (or BA Rate Loan, as applicable) (in each case case, with respect to this clause (a), “Impacted Loans”), or (b) adequate and reasonable means do not exist for determining the Administrative Agent Eurocurrency Rate or BA Rate Loan, as the Required Lenders determine that for any reason the Eurodollar Base Rate case may be, for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan or BA Rate Loan, as the case may be, or in connection with an existing or proposed Base Rate Loan or Canadian Prime Rate Loan, as the case may be, or (c) the Administrative Agent or the Requisite Lenders determine that the Eurocurrency Rate or BA Rate, as applicable, for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or BA Rate Loan, as applicable, does not adequately and fairly reflect the cost to the such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and all Lenderseach Lender. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans with an Interest Period having the duration of such Interest Period or BA Rate Loan, as applicable, shall be suspended, and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Adjusted Eurocurrency Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Adjusted Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Requisite Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) BA Rate Loans, as applicable, or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans or Canadian Prime Rate Loan, as the case may be, in the amount specified therein. Notwithstanding the foregoing, if the Administrative Agent has Requisite Lenders have made the determination described in clause (a) of this Section 3.033.3, the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the applicable Impacted LoansLoans (it being understood and agreed that in no event shall such alternative rate be any higher than the Base Rate at such time), in which case, such alternative rate of interest rate shall apply with respect to such the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under clause (a) of the first sentence of this Section 3.03, or (2) the Administrative Agent notifies the Borrower Borrower, or the Requisite Lenders notify the Administrative Agent and the Borrower, that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.”

Inability to Determine Rates. If If, in connection with any request for a Eurodollar Rate Loan or a Base Rate Loan as to which the interest rate is determined with reference to the Eurodollar Rate or a conversion to or continuation thereof or otherwisethereof, if for any reason (ai) the Administrative Agent determines shall determine (which determination shall be conclusive and binding absent manifest error) that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or Loan, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed any Base Rate Loan (in each case as to which the interest rate is determined with respect reference to this clause (a), “Impacted Loans”), the Eurodollar Rate or (biii) the Administrative Agent Required Revolving Credit Lenders in the case of the Revolving Credit Facility, the Required Term A Lenders in the case of the Term A Facility or the Required Term B Lenders in the case the Term B Facility shall determine (which determination shall be conclusive and binding absent manifest error) that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding making or maintaining such LoanLoans during such Interest Period, then the Administrative Agent will promptly so notify the Borrower and all Lenderseach Lender. Thereafter, until (x) in the case of clauses (i) and (ii) above, the Administrative Agent notifies the Borrower that such circumstances no longer exist or (y) in the case of clause (iii) above, the Administrative Agent (upon the instruction of the Required Revolving Credit Lenders in the case of the Revolving Credit Facility, the Required Term A Lenders in the case of the Term A Facility or the Required Term B Lenders in the case of the Term B Facility) revokes such notice, the obligation of the Lenders to make or maintain Eurodollar Rate Loans (or Base Rate Loans as to which the interest rate is determined with an Interest Period having reference to the duration Eurodollar Rate) and the right of such Interest Period the Borrower to convert any Loan to, or continue any Loan as a Eurodollar Rate Loan (or a Base Rate Loan as to which the interest rate is determined by reference to the Eurodollar Rate) shall be suspended, and (ii) in the event of a determination described in the preceding sentence with any such suspension with respect to clause (iii) above to apply only to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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 Facility with respect to which such noticenotice was given. Upon receipt of such notice, and (i) in the Borrower may revoke any pending request for a Borrowing, conversion or continuation case of Eurodollar Rate Loans Loans, the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Rate Loan together with accrued interest thereon (subject to Section 2.10(a)), on the last day of the then current Interest Period applicable to such Eurodollar Rate Loan; or (B) convert the then outstanding principal amount of each such Eurodollar Rate Loan to a Base Rate Loan as to which the interest rate is not determined by reference to the extent Eurodollar Rate as of the affected Eurodollar Rate Loans last day of such Interest Period; or Interest Periods(ii) or, failing that, will be deemed to have converted such request into a request for a Borrowing in the case of Base Rate Loans in as to which the amount specified therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) of this Section 3.03, 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 the Eurodollar Rate, the Borrower shall convert the then outstanding principal amount of each such alternative Loan to a Base Rate Loan as to which the interest rate or is not determined by reference to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability Eurodollar Rate as of the last day of such Lender to do any Interest Period. Each of the foregoing andLenders agrees that if clauses (i) or (ii) above apply to Base Rate Loans, in each case, such Lender provides then the Administrative Agent and Base Rate will be determined without reference to the Borrower written notice thereofEurodollar Rate.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a)a)(i) above, the “Impacted Loans”), or (b) the Administrative Agent or the Required affected Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and all Lenderseach Lender (each of (a) through (b), a “Market Disruption Event”). Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case case, until the Administrative Agent (upon the instruction of the Required affected Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. During any period in which a Market Disruption Event is in effect, the Borrower may request, through the Administrative Agent, that the affected Lenders (who gave such notice), as applicable, confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect. If, within thirty (30) Business Days following such confirmation request, the affected Lenders have not confirmed the continued effectiveness of such Market Disruption Event, then such Market Disruption Event shall no longer be deemed to be in effect; provided that (A) the Borrower shall not be permitted to submit any such request more than once in any 30-day period and (B) nothing contained in this Section 3.03 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the affected Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 3.03. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (aa)(i) of this Section 3.03, 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 rate of interest rate shall apply with respect to such the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under clause (a) of the first sentence of this Section 3.03, (2) the Administrative Agent notifies or the affected Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability authority of such Lender to do any of the foregoing and, in each case, such Lender and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. (a) If the Required Lenders determine that for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan, a LIBOR Floating Rate Loan or a conversion to or continuation thereof or otherwise, that (a) the Administrative Agent determines that deposits (iwhether in Dollars or an Alternative Currency) 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 Eurodollar Eurocurrency Rate Loan or for the applicable amount of such LIBOR Floating Rate Loan, (iib) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Eurocurrency Base Rate for any requested Interest Period or the LIBOR Daily Floating Rate with respect to a proposed Eurodollar LIBOR Floating Rate Loan, Eurocurrency Rate Committed Loan or Eurocurrency Rate Term Loan (as applicable) or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”), or (bc) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Eurocurrency Base Rate for any requested Interest Period or the or LIBOR Daily Floating Rate with respect to a proposed Eurodollar LIBOR Floating Rate Loan, Eurocurrency Rate Committed Loan or Eurocurrency Rate Term Loan (as applicable) does not adequately and fairly reflect the cost to the such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower Company and all Lenderseach Lender. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar LIBOR Floating Rate Loans with an Interest Period having or Eurocurrency Rate Loans, as applicable, in the duration of such Interest Period affected currency or currencies shall be suspended, suspended and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Rate component in determining the Base Rate shall be suspendeddetermined as provided in the proviso to the definition of the term “Base Rate”, in each case until the Administrative Agent (upon the instruction of the Required LendersLenders or the Class Required Lenders in respect of the Committed Loans, the applicable Term A-1 Loans or Term A-2 Loans, as the case may be) revokes such notice. Upon receipt of such notice, the Borrower Company may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar LIBOR Floating Rate Loans, Eurocurrency Rate Committed Loans or Eurocurrency Rate Term Loans (to the extent of as applicable) in the affected Eurodollar Rate Loans currency or Interest Periods) currencies or, failing that, will be deemed to have converted such request into a request for a Borrowing of, conversion to or continuation of Base Rate Committed Loans or Base Rate Term Loans, as applicable, in the amount specified therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) of this Section 3.03, 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwisethereof, (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a)) above, “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the applicable Borrower and all Lenderseach Lender (each of the events or occurrences described in clause (a) above or this clause (b), a “Market Disruption Event”). Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Base Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, the applicable Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate 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. During any period in which a Market Disruption Event is in effect, the applicable Borrower may request, through the Administrative Agent, that the Required Lenders or the Administrative Agent, as applicable, confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect. If, within ten Business Days following such confirmation request, the Administrative Agent or the Required Lenders, as applicable, have not confirmed the continued effectiveness of such Market Disruption Event, then such Market Disruption Event shall no longer be deemed to be in effect; provided, that (A) the applicable Borrower shall not be permitted to submit any such request more than once in any 30 day period and (B) nothing contained in this Section 3.03 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or the Required Lenders’, as applicable, right to provide any additional notices of a Market Disruption Event as provided in this Section 3.03. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) of this Section 3.03, the Administrative Agent, in consultation with the Borrower Required Lenders and with the affected Lendersapproval of the applicable Borrower, may establish an alternative interest rate for the applicable Impacted Loans, in which case, such alternative rate of interest rate shall apply with respect to such the Impacted Loans until (1) the Administrative Agent revokes (or is deemed to have revoked) the notice delivered with respect to the applicable Impacted Loans under clause (a) of the first sentence of this Section 3.03, (2) the Administrative Agent notifies or the Required Lenders notify the Administrative Agent and the applicable Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability authority of such Lender to do any of the foregoing and, in each case, such Lender and provides the Administrative Agent and the applicable Borrower written notice thereof.

Inability to Determine Rates. If for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, thereof: (a) the Administrative Agent determines that 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 Eurodollar Rate Loan Loan; or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar LIBOR Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case case, with respect to this clause (a)) above, “Impacted Loans”), ; or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base LIBOR Rate for any requested Interest Period with respect to a proposed Eurodollar LIBOR Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Loan, the ; Administrative Agent will promptly so notify the Borrower Parties and all Lenderseach Lender. Thereafter, : (ix) the obligation of the Lenders to make or maintain Eurodollar LIBOR Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, suspended (to the extent of the affected LIBOR Rate Loans or Interest Periods); and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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 any Borrower Party may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar LIBOR Rate Loans (to the extent of the affected Eurodollar LIBOR Rate 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 Loans, without reference to the LIBOR Rate, in the amount specified therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) of the first sentence of this Section 3.03Section, the Administrative Agent, in consultation with the Borrower and the affected Required Lenders, may establish an alternative interest rate for the applicable Impacted Loans, in which case, case such alternative rate of interest rate shall apply with respect to such the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under clause (a) of the first sentence of this Section 3.03Section, (2) the Administrative Agent notifies or the Required Lenders notify Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability authority of such Lender to do any of the foregoing and, in each case, such Lender and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwisethereof, (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i) above or this clause (aa)(ii), “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and all Lenderseach Lender each, a “Market Disruption Event”). Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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 Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. During any period in which a Market Disruption Event is in effect, the Borrower may request, through the Administrative Agent, that the Required Lenders or the Administrative Agent, as applicable, confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect. If, within ten Business Days following such confirmation request, the Administrative Agent or the Required Lenders, as applicable, have not confirmed the continued effectiveness of such Market Disruption Event, then such Market Disruption Event shall no longer be deemed to be in effect; provided, that (A) the Borrower shall not be permitted to submit any such request more than once in any 30 day period and (B) nothing contained in this Section 3.03 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or the Required Lenders’, as applicable, right to provide any additional notices of a Market Disruption Event as provided in this Section 3.03. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) of this Section 3.03, the Administrative Agent, in consultation with the Borrower and the affected Required Lenders, may establish an alternative interest rate for the applicable Impacted Loans, in which case, such alternative rate of interest rate shall apply with respect to such the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under clause (a) of the first sentence of this Section 3.03, (2) the Administrative Agent notifies or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability authority of such Lender to do any of the foregoing and, in each case, such Lender and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof or otherwisethereof, (a) the Administrative Agent determines that (i) Dollar deposits (whether in Dollars or an Alternative Currency) 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 Eurodollar Eurocurrency Rate Loan Loan, or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”)Loan, or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower Xxxxxxxxx and all Lenderseach Lender. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans with an Interest Period having in the duration of such Interest Period affected currency or currencies shall be suspended, (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Eurocurrency Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Eurocurrency 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 Borrower Xxxxxxxxx may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of in the affected Eurodollar Rate Loans currency or Interest Periods) currencies or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if in the case of a pending request for a Eurocurrency Loan or conversion or continuation in an Alternative Currency as to which the Administrative Agent has made the determination described in clause (a) of the first sentence of this Section 3.03section, the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate that reflects the all-in-cost of funds to the Administrative Agent for funding Loans in the applicable currency and amount, and with the same Interest Period as the Eurocurrency Rate Loan requested to be made, converted or continued, as the case may be (the “Impacted Loans”) and adjust the Applicable Rate as may be necessary to preserve the existing differentials between the underlying reference rate and Eurocurrency Rate loans in such currency, in which case, such alternative rate of interest rate shall apply with respect to such the Impacted Loans until (1x) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under clause (a) of the first sentence of this Section 3.03section, (2y) the Required Lenders notify the Administrative Agent notifies and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable Impacted Loans, or (3z) 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 rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability authority of such Lender to do any of the foregoing and, in each case, such Lender and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar BSBY Daily Floating Rate Loan, a BSBY Rate Loan or a conversion to or continuation thereof or otherwisethereof, as applicable (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (ix) Dollar deposits are not being offered to banks no Successor Rate has been determined in accordance with Section 3.03(b), and the London interbank eurodollar market for such currency for circumstances under Section 3.03(b)(i) or the applicable amount and Interest Period of such Eurodollar Rate Loan Scheduled Unavailability Date has occurred (as applicable), or (iiy) adequate and reasonable means do not exist for determining (a) the LIBOR BSBY for any requested Interest Period with respect to a proposed BSBY Rate Loan or in connection with an existing or proposed BSBY Daily Floating Rate Loan; or (bii) Administrative Agent or Required Lenders determine that for any reason that the Eurodollar Base BSBY Rate for any requested Interest Period with respect to a proposed Eurodollar BSBY Rate Loan or the BSBY Daily Floating Rate in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar BSBY Daily Floating Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such BSBY Rate Loan or BSBY Daily Floating Rate Loan, the Administrative Agent will promptly so notify the Borrower and all Lenderseach Lender. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar BSBY Rate Loans with an Interest Period having the duration of such Interest Period and BSBY Daily Floating Rate Loans, or to convert BSBY Daily Floating Rate Loans to BSBY Rate Loans, shall be suspendedsuspended (to the extent of the affected BSBY Rate Loans, BSBY Daily Floating Rate Loans or Interest Periods), and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate BSBY component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar BSBY Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or in the case of a determination by Required Lenders described in clause (ii) above, until Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the (i) Borrower may revoke any pending request for a BorrowingBorrowing of, or conversion to, or continuation of Eurodollar BSBY Rate Loans or BSBY Daily Floating Rate Loans (to the extent of the affected Eurodollar BSBY Rate Loans, BSBY Daily Floating Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause therein and (a) of this Section 3.03, 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable Impacted Loans, or (3ii) any Lender determines that any Law has made it unlawful, outstanding BSBY Rate Loans or that any Governmental Authority has asserted that it is unlawful, for such Lender or its BSBY Daily Floating Rate Loans shall be deemed to have been converted to Base Rate Loans immediately at the end of their respective applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereofInterest Period.

Inability to Determine Rates. If the Administrative Agent determines that for any reason in connection with any request for a Eurodollar Floating LIBOR Rate Loan or a conversion to or continuation thereof or otherwise, that (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Floating LIBOR Rate Loan or Loan, (iib) adequate and reasonable means do not exist for determining (a) the Floating LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Floating LIBOR Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a)) above, “Impacted Loans”), or (bc) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Floating LIBOR Base Rate for any requested Interest Period with respect to a proposed Eurodollar Floating LIBOR Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower Company and all Lenderseach Lender. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Floating LIBOR Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, suspended (to the extent of the affected Floating LIBOR Rate Loans) and (iiy) in the event of a determination described in the preceding sentence with respect to the Floating LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the Floating LIBOR Daily Floating Rate or 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 Borrower Company may revoke any pending request for a Borrowingborrowing of, conversion to or continuation of Eurodollar Floating LIBOR Rate Loans (to the extent of the affected Eurodollar Floating LIBOR Rate Loans or Interest PeriodsLoans) or, failing that, will be deemed to have converted such request into a request for a Borrowing 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 3.03section, the Administrative Agent, in consultation with the Borrower Company and the affected Lenders, may establish an alternative interest rate for the applicable Impacted Loans, in which case, such alternative rate of interest rate shall apply with respect to such the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under clause (a) of the first sentence of this Section 3.03section, (2) the Administrative Agent notifies or the Borrower affected Lenders notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability authority of such Lender to do any of the foregoing and, in each case, such Lender and provides the Administrative Agent and the Borrower Company written notice thereof.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwisethereof, (a) the Administrative Agent Lender determines that (ia) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or Loan, (iib) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”), or (bc) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the Lenders Lender of funding such Eurodollar Rate Loan, the Administrative Agent Lender will promptly so notify the Borrower and all LendersBorrower. Thereafter, (i) the obligation of the Lenders Lender to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (ii) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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) Lender revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate 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 in the Administrative Agent has made the determination described in clause (a) case of this Section 3.03such pending request, the Administrative AgentLender, in consultation with the Borrower and the affected LendersBorrower, may establish an alternative interest rate for funding Loans in the applicable Impacted Loanscurrency and amount, and with the same Interest Period as the Loan requested to be made, converted or continued, as the case may be in which case, such alternative rate of 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If the Lender determines that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, of a Eurodollar Rate Loan that (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or Loan, (iib) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a)) above, “Impacted Loans”), or (bc) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the Lenders Lender of funding such Loanthe Eurodollar Rate Loan or any portion thereof, the Administrative Agent Lender will promptly so notify the Borrower and all LendersBorrower. Thereafter, (ix) the obligation of the Lenders Lender to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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) Lender revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowingborrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Administrative Agent Lender has made the determination described in clause (a) of this Section 3.03Section, the Administrative AgentLender, in consultation with the Borrower and the affected LendersBorrower, may establish an alternative interest rate for the applicable Impacted Loans, in which case, such alternative rate of interest rate shall apply with respect to such the Impacted Loans until (1) the Administrative Agent Lender revokes the notice delivered with respect to the applicable Impacted Loans under clause (a) of the first sentence of this Section 3.03Section, (2) the Administrative Agent Lender notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders the Lender of funding the applicable Impacted Loans, or (3) any the Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such the Lender or its applicable Lending Office to make, maintain or fund Loans a Term Loan whose interest is determined by reference to such alternative rate of interest rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability authority of such the Lender to do any of the foregoing and, in each case, such Lender and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a)a)(i) above, “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and all Lenderseach Lender. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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 Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate 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 (aa)(i) of this Section 3.03, 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 rate of interest rate shall apply with respect to such the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under clause (a) of the first sentence of this Section 3.03, (2) the Administrative Agent notifies or the Required Lenders notify Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability authority of such Lender to do any of the foregoing and, in each case, such Lender and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. (a) If in connection with any request for a Eurodollar Rate Loan or LIBOR Index Rate Loans or a conversion to or continuation thereof or otherwisethereof, (ai) the Administrative Agent determines that (iA) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (iiB) (1) adequate and reasonable means do not exist for determining the (ax) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan or (y) the LIBOR Index Rate for an existing or proposed LIBOR Index Rate Loan, and (2) the circumstances described in Section 3.03(c)(i) do not apply (in each case with respect to this clause (ai), “Impacted Loans”), or (bii) the Administrative Agent or the Required Lenders determine that for any reason (A) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan or (B) the LIBOR Index Rate with respect to a proposed LIBOR Index Rate Loan or in connection with a LIBOR Index Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and all Lenderseach Lender. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), (y) the obligation of the Lenders to make or maintain LIBOR Index Rate Loans shall be suspended and (iiz) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Rate 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 3.03(a), 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 BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or LIBOR Index 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. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) of this Section 3.03, 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwisethereof, (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a)a)(i) above, the “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and all Lenderseach Lender. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspendedsuspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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) Lenders revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (aa)(i) of this Section 3.03Section, 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 rate of interest rate shall apply with respect to such the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under clause (a) of the first sentence of this Section 3.03Section, (2) the Administrative Agent notifies or the Required Lenders notify Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability authority of such Lender to do any of the foregoing and, in each case, such Lender and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If the Required Revolving Lenders reasonably determine for any reason in connection with any request for a Eurodollar Rate Loan or BA Rate Loan or a conversion to or continuation thereof or otherwise, (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or Loan, (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate or BA Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or BA Rate Loan or in connection with an existing or proposed a Base Rate Loan Loan, (iii) the Reuters Screen CDOR Page is not available for the timely determination of the BA Rate, and the BA Rate cannot otherwise be determined in each case a timely manner in accordance with respect to this clause (a), the definition of “Impacted LoansBA Rate”), or (biv) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate or BA Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or BA Rate Loan or in connection with a Base Rate Loan does not adequately and fairly reflect the cost to the such Revolving Credit Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower Representative and all Lenderseach Revolving Credit Lender. Thereafter, (i) the obligation of the Revolving Credit Lenders to make or maintain Eurodollar Rate Loans, BA Rate Loans and Base Rate Loans as to which the interest rate is determined with an Interest Period having the duration of such Interest Period shall be suspended, and (ii) in the event of a determination described in the preceding sentence with respect reference to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case suspended until the Administrative Agent (upon the instruction of the Required Revolving Lenders) revokes such notice. Upon receipt of such notice, the applicable Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar or BA Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans, Canadian Base Rate Loans or Canadian Prime Rate Loans, as applicable, in the amount specified therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) of this Section 3.03, 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If in connection with any request for the Required Lenders advise the Administrative Agent prior to a Eurodollar Rate Borrowing or a conversion of a Base Rate Loan to a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, (a) the Administrative Agent determines of a Eurodollar Rate Loan that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or Loan, (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”), or (biii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Loan, the Administrative Agent will as promptly as practicable so notify the Borrower (by telephone and/or fax) and all Lenderseach Lender. Thereafter, (ix) any Interest Election Request that requests the obligation conversion of the Lenders any Base Rate Loan to make or maintain a Eurodollar Rate Loans with an Interest Period having Loan or the duration continuation of such Interest Period a Eurodollar Rate Loan shall be suspendedineffective, (y) if any Borrowing Request requests a Eurodollar Rate Borrowing, then such Borrowing shall be made as a Base Rate Borrowing and (iiz) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Base Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Base 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 Notwithstanding anything to the contrary herein, upon receipt of such notice, the Borrower may revoke any pending request for a Eurodollar Rate Borrowing, conversion of a Base Rate Loan to a Eurodollar Rate Loan or a continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate 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 3.03, 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwisethereof, (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a)) above, “Impacted Loans”), or (b) the Administrative Agent or the Required Requisite Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and all Lenderseach Lender. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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) Requisite Lenders revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate 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 3.03section, 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 rate of interest rate shall apply with respect to such the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under clause (a) of the first sentence of this Section 3.03section, (2) the Administrative Agent notifies or the Requisite Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability authority of such Lender to do any of the foregoing and, in each case, such Lender and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If in connection with any request for the Required Lenders advise the Administrative Agent prior to a Eurodollar Rate Borrowing, or a conversion of a Base Rate Loan to a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, (a) the Administrative Agent determines of a Eurodollar Rate Loan that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or Loan, (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”), or (biii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Loan, the Administrative Agent will as promptly as practicable so notify the Borrower (by telephone and/or facsimile) and all Lenderseach Lender. Thereafter, (ix) any Interest Election Request that requests the obligation conversion of the Lenders any Base Rate Loan to make or maintain a Eurodollar Rate Loans with an Interest Period having Loan or the duration continuation of such Interest Period a Eurodollar Rate Loan shall be suspendedineffective, (y) if any Borrowing Request requests a Eurodollar Rate Borrowing, then such Borrowing shall be made as a Base Rate Borrowing and (iiz) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Base Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Base 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 Notwithstanding anything to the contrary contained herein, upon receipt of such notice, the Borrower may revoke any pending request for a Eurodollar Rate Borrowing, conversion of a Base Rate Loan to a Eurodollar Rate Loan or a continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate 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 3.03, 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, that (a) the Administrative Agent determines that deposits (iwhether in Dollars or an Alternative Currency) 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 Eurodollar Rate Loan or Loan, (iib) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan (whether denominated in Dollars or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”Alternative Currency), or (bc) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Lenders Administrative Agent will promptly so notify the Company and each Lender. If the Swing Line Lender determines that for any reason adequate and reasonable means do not exist for determining the IBOR Rate for any requested Interest Period with respect to a proposed IBOR Rate Loan, or that the IBOR Rate for any requested Interest Period with respect to a proposed IBOR Rate Loan does not adequately and fairly reflect the cost to the Swing Line Lender of funding such Loan, the Administrative Agent will promptly so notify the Borrower and all LendersCompany. Thereafter, (i) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having in the duration of such Interest Period affected currency or currencies or the Swing Line Lender to make or maintain IBOR Rate Loans, as the case may be, shall be suspended, and (ii) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case suspended until the Administrative Agent (upon the instruction of the Required LendersLenders or the Swing Line Lender, as applicable) revokes such notice. Upon receipt of such notice, the Borrower Company may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of in the affected Eurodollar currency or currencies or IBOR Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Revolving Borrowing or a Swing Line 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 3.03, 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, that (a) the Administrative Agent determines that deposits (iwhether in Dollars or Canadian Dollars) Dollar deposits are not being offered to banks in the London applicable interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or Loan, (iib) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (bx) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case, whether denominated in Dollars or Canadian Dollars) or (y) the CDOR Rate in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a)) and (b) above, “Impacted Loans”), or (bc) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the applicable Administrative Agent will promptly notify the Borrower Borrowers and all Lenders. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having in the duration of such Interest Period affected currency or currencies shall be suspended, suspended until the applicable Administrative Agent revokes such notice and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Eurodollar Rate component of the Base Rate or the Eurodollar CDOR Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Rate component or the CDOR Rate component, as applicable, in determining the Base Rate shall be suspended, in each case until the applicable Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Borrowers may revoke any pending request for a Revolving Borrowing, conversion or continuation of Eurodollar Rate Loans (to the extent of in the affected Eurodollar Rate Loans currency or Interest Periods) currencies or, failing that, will be deemed to have converted such request into a request for a Revolving Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the applicable Administrative Agent has made the determination described in clause (a) of this Section 3.03section, the such Administrative Agent, in consultation with the Parent Borrower and the affected Required Lenders, may establish an alternative interest rate for the applicable Impacted Loans, in which case, such alternative rate of interest rate shall apply with respect to such the Impacted Loans until (1) the applicable Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under clause (a) of the first sentence of this Section 3.03section, (2) the applicable Administrative Agent notifies or the Required Lenders notify such Administrative Agent and the Parent Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability authority of such Lender to do any of the foregoing and, in each case, such Lender and provides the applicable Administrative Agent and the Parent Borrower written notice thereof.

Inability to Determine Rates. If the Required Lenders or, in the case of any UK Swing Line Loan or a continuation thereof the UK Swing Line Lender, determine that for any reason in connection with any request for a Eurodollar Eurocurrency Rate Loan or a conversion to or continuation thereof or otherwise, that (a) the Administrative Agent determines that deposits (iwhether in Dollars or an Alternative Currency) 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 Eurodollar Eurocurrency Rate Loan or Loan, (iib) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Eurocurrency Rate Loan (whether denominated in each case with respect to this clause (a), “Impacted Loans”Dollars or an Alternative Currency), or (bc) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurodollar Eurocurrency Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify Grant Prideco L.P. and each Lender or the UK Swing Line Lender will promptly notify the Borrower Designated UK Borrowers and all Lendersthe Administrative Agent, as applicable. Thereafter, (i) the obligation of the Lenders or the UK Swing Line Lender, as applicable, to make or maintain Eurodollar Eurocurrency Rate Loans with an Interest Period having in the duration of such Interest Period affected currency or currencies shall be suspended, and (ii) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case suspended until the Administrative Agent (upon the instruction of the Required Lenders) or, in the case of UK Swing Line Loans, the UK Swing Line Lender, revokes such notice. Upon receipt of such notice, Grant Prideco L.P. or the applicable Designated UK Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of in the affected Eurodollar Rate Loans currency or Interest Periods) currencies or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing or UK Swing Line Borrowing, as applicable, 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 3.03, 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If in connection with If, on or prior to the first day of any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwise, Interest Period (an “Affected Interest Period”): (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in that, by reason of circumstances affecting the London interbank eurodollar market for such currency for market, LIBOR cannot be determined pursuant to the applicable amount and Interest Period of such Eurodollar Rate Loan or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate definition thereof; or (b) the Eurodollar Base Rate Required Lenders determine and notify the Administrative Agent that the relevant rate of interest referred to in the definition of “LIBOR” upon the basis of which the rate of interest for any requested Loans for such Affected Interest Period with respect is to a proposed Eurodollar Rate Loan be determined will not be adequate to cover the cost to such Lenders of making or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”), maintaining its Disbursements for such Affected Interest Period; or (bc) the Screen Rate is not available or the Screen Rate is zero or negative and none or only one of the Reference Banks supplies a rate to the Administrative Agent to determine LIBOR for the relevant Interest Period, the Administrative Agent shall give notice thereof (a “Rate Determination Notice”) to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given, during the thirty (30) day period following such Rate Determination Notice (the “Negotiation Period”) the Administrative Agent or and the Required Lenders determine Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis (having the written approval of all Lenders) for the Disbursements that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly shall reflect the cost to the Lenders of funding their Disbursements from alternative sources (a “Substitute Basis”), and if such LoanSubstitute Basis is so agreed upon during the Negotiation Period, such Substitute Basis shall apply in lieu of LIBOR to all Interest Periods commencing on or after the first day of the Affected Interest Period, until the circumstances giving rise to such notice have ceased to apply. During the Negotiation Period, the Lenders are not obliged to fund any Disbursement unless and until a Substitute Basis is agreed upon. If a Substitute Basis is not agreed upon during the Negotiation Period, each Lender shall, subject to compliance with applicable Mexican laws and regulations, determine (and shall certify from time to time in a certificate delivered by such Lender to the Administrative Agent will promptly notify setting forth in reasonable detail the Borrower and all Lenders. Thereafter, (ibasis of the computation of such amount) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, and (ii) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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 Borrower may revoke any pending request for a Borrowing, conversion or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate 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 3.03, 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect basis reflecting the cost to such Lenders Lender of funding its Loans for the applicable Impacted LoansInterest Period commencing on or after the first day of the Affected Interest Period, or (3) any until the circumstances giving rise to such notice have ceased to apply, and such rate basis shall be binding upon the Borrower and such Lender determines that any Law has made it unlawfuland shall apply in lieu of LIBOR, or that any Governmental Authority has asserted that it is unlawfulas applicable, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereofrelevant Interest Period.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwisethereof, (a) the Administrative Agent determines that (i) Dollar deposits are not generally being offered to banks in the London interbank eurodollar Eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a)a)(i) above, “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the such Required Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and all Lenderseach Lender. ThereafterThereafter (and including after any event in clauses (1), (i2) and (3) in the next paragraph below) (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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) Lenders revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Revolving Credit Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (aa)(i) of this Section 3.03Section, the Administrative Agent, in consultation with the Borrower and the affected Required Lenders, may establish an alternative interest rate for the applicable Impacted Loans, in which case, such alternative rate of interest rate shall apply with respect to such the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under clause (a) of the first sentence of this Section 3.03Section, (2) the Required Lenders notify the Administrative Agent notifies and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Required Lenders of funding the applicable 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 rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability authority of such Lender to do any of the foregoing and, in each case, such Lender and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof or otherwisethereof, (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar Eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a)a)(i) above, “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Eurodollar Rate Loan, then in each case of each of clause (a) and (b) above, the Administrative Agent will promptly so notify the Borrower and all Lenderseach Lender. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period shall be suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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) Lenders revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing Committed Loan of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) (i) of this Section 3.03section, 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 rate of interest rate shall apply with respect to such the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the applicable Impacted Loans under clause (a) of the first sentence of this Section 3.03section, (2) the Required Lenders notify the Administrative Agent notifies and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the ability authority of such Lender to do any of the foregoing and, in each case, such Lender and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If If, in connection with any request for a Eurodollar an Offshore Rate Loan or a conversion to or continuation thereof or otherwiseLoan, (a) the Administrative Agent determines that (ia) Dollar deposits in Dollars or the applicable Offshore Currency are not being offered to banks in the London interbank eurodollar applicable offshore dollar market for such currency for the applicable amount and Interest Period of such Eurodollar the requested Offshore Rate Loan or Loan, (iib) for any reason adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Offshore Rate for any requested Interest Period with respect to a proposed Eurodollar 61 Credit Agreement - Idex Corporation 69 Offshore Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a), “Impacted Loans”)Loan, or (bc) that the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Offshore Rate applicable pursuant to subsection 2.11(a) for any requested Interest Period with respect to a proposed Eurodollar Offshore Rate Loan does not adequately and fairly reflect the cost to the Lenders Banks of funding such Loan, the Administrative Agent will promptly so notify the Borrower Company and all Lenderseach Bank. Thereafter, (i) the obligation of the Lenders Banks to make or maintain Eurodollar Offshore Rate Loans with an Interest Period having Loans, as the duration of such Interest Period case may be, hereunder shall be suspended, and (ii) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such noticenotice in writing. Upon receipt of such notice, the Borrower Company may revoke any pending request for a BorrowingNotice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Company does not revoke such Notice, conversion the Banks shall make, convert or continue the Committed Loans, as proposed by the Company, in the amount specified in the applicable notice submitted by the Company, but such Loans shall be made, converted or continued as Base Rate Committed Loans instead of Offshore Rate Loans. In the case of any Offshore Currency Loans, the Borrowing or continuation of Eurodollar Rate Loans (shall be in an aggregate amount equal to the extent Dollar Equivalent amount of the affected Eurodollar Rate originally requested Borrowing or continuation in the Offshore Currency, and to that end any outstanding Offshore Currency Loans or Interest Periods) or, failing that, will which are the subject of any continuation shall be deemed to have redenominated and converted such request into a request for a Borrowing of Base Rate Loans in Dollars with effect from the amount specified therein. Notwithstanding last day of the foregoing, if the Administrative Agent has made the determination described in clause (a) of this Section 3.03, 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 Interest Period with respect to any 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable Impacted Offshore Currency 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or LIBOR Daily Rate Loan or a conversion to or continuation thereof or otherwisethereof, (a) the Administrative Agent reasonably determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan Loan, or (ii) adequate and reasonable means do not exist for determining (a) the LIBOR Daily Floating Rate or (b) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed LIBOR Daily Rate Loan or Eurodollar Rate Loan Loan, respectively, or in connection with an existing or proposed Base Rate Loan (in each case with respect to this clause (a)a)(i) above, “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or the LIBOR Daily Rate with respect to a proposed LIBOR Daily Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Eurodollar Rate Loan or LIBOR Daily Rate Loan, the Administrative Agent will promptly so notify the Borrower and all Lenderseach Lender. Thereafter, (ix) the obligation of the Lenders to make or maintain Eurodollar Rate Loans with an Interest Period having the duration of such Interest Period or LIBOR Daily Rate Loans shall be suspended, (to the extent of the affected Eurodollar Rate Loans, LIBOR Daily Rate Loans or Interest Periods), and (iiy) in the event of a determination described in the preceding sentence with respect to the LIBOR Daily Floating Rate or the Eurodollar Rate component of the Base Rate, the utilization of the LIBOR Daily Floating Rate or 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) Lenders revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing, conversion or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate 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 3.03, 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 3.03, (2) the Administrative Agent notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the applicable 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 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 such Lender to do any of the foregoing and, in each case, such Lender provides the Administrative Agent and the Borrower written notice thereof.of,