Common use of Alternate Rate of Interest Clause in Contracts

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Borrowers and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, provided that if the Borrower may revoke any Borrowing Request that is pending when circumstances giving rise to such notice is receivedaffect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency LIBOR Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by a majority in interest of the Required Lenders participating in such Borrowing that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency LIBOR Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency LIBOR Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; , the Administrative Agent shall give notice thereof to the Parent Borrower and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Parent Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Parent Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Eurodollar Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Eurodollar Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any the Interest Period for a Eurocurrency any Eurodollar Borrowing: (a) the Administrative Agent determines in good faith (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders (acting in good faith) that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their respective Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower XL Capital and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower XL Capital and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or the continuation of any Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective and such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency LIBO Rate Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall promptly give notice thereof to the Borrower Representative and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer exist, which the Administrative Agent agrees promptly to do, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency LIBO Rate Borrowing and shall be ineffective and such Borrowing shall be converted to an ABR Borrowing on the last day of the Interest Period applicable thereof, and (ii) if any Borrowing Request requests a Eurocurrency LIBO Rate Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Majority Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or any Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, . Each determination by the Borrower may revoke any Borrowing Request that is pending when such notice is receivedAdministrative Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective ineffective, and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Parent Borrower and the Lenders by telephone telephone, telecopy or facsimile electronic transmission as promptly as practicable thereafter and, until the Administrative Agent notifies the Parent Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any the Interest Period for a any Eurocurrency Borrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their respective Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone telephone, telecopy or facsimile e-mail as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or the continuation of any Borrowing as, a Eurocurrency Borrowing and such Borrowing (unless prepaid) shall be ineffective continued as, or converted to, an ABR Borrowing and (ii) if any Borrowing Request requests a Eurocurrency Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least In the event, and on each occasion, that on the day two Business Days days prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) Borrowing of any Type the Administrative Agent determines (shall have determined that Dollar deposits or deposits in the Alternative Currency in which determination shall such Borrowing is to be conclusive absent manifest error) that adequate and reasonable means do denominated in the principal amounts of the Loans comprising such Borrowing are not exist for ascertaining generally available in the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders London interbank market, or that the Adjusted LIBO Rate for rates at which such Interest Period deposits are being offered will not adequately and fairly reflect the cost to such Lenders any Lender of making or maintaining their Loans included in such Borrowing for its Eurocurrency Loan during such Interest Period; , or that reasonable means do not exist for ascertaining the LIBO Rate, the Administrative Agent shall shall, as soon as practicable thereafter, give written or telecopy notice thereof of such determination to the applicable Borrower and the Lenders by telephone or facsimile as promptly as practicable thereafter andLenders. In the event of any such determination, until the Administrative Agent notifies shall have advised the applicable Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, request by a Borrower for a Eurocurrency Competitive Borrowing pursuant to Section 2.03 shall be of no force or effect and shall be ineffective denied by the Administrative Agent and (ii) if any Borrowing Request requests request by a Borrower for a Eurocurrency Borrowing, then such Standby Borrowing of the affected Type or in the affected currency shall be made as deemed to be a request for an ABR Borrowing; provided, however, that, Borrowing denominated in each case, Dollars. Each determination by the Borrower may revoke any Borrowing Request that is pending when such notice is receivedAdministrative Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be final and conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO LIBOR Rate for such Interest Period; or (b) the Administrative Agent determines or is advised in writing by the Required Lenders that the Adjusted LIBO LIBOR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; the then Administrative Agent shall give written notice thereof to the Borrower and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Eurodollar Borrowing requested to be made on the first day of such Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Borrowing, then such Borrowing Period shall be made as an ABR Borrowing; provideda Market Disruption Loan, however, that, in each case, the Borrower may revoke (ii) any Borrowing Request that is pending when were to have been converted on the first day of such notice is receivedInterest Period to a Eurodollar Borrowing shall be continued as a Market Disruption Loan and (iii) any outstanding Eurodollar Borrowing shall be converted, on the last day of the then-current Interest Period, to a Market Disruption Loan.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Eurocurrency Borrowing for such Interest Period; then the Administrative Agent shall give notice (which may be telephonic) thereof to the Borrower and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing and shall be ineffective ineffective, and such Borrowing shall be continued as an ABR Borrowing, and (ii) if any Borrowing Request requests for a Eurocurrency Borrowing, then such Borrowing shall be made treated as a request for an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any the Interest Period for a any Eurocurrency Borrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their respective Eurocurrency Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders in writing or by telephone (promptly confirmed in writing) or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or the continuation of any Borrowing as, a Eurocurrency Borrowing and such Borrowing (unless prepaid) shall be ineffective continued as, or converted to, an ABR Borrowing and (ii) if any the Borrowing Request requests a Eurocurrency Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when . Any such notice is receivedshall set forth the basis for any such determination by the Administrative Agent or the Required Lenders, as applicable.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, provided that if the Borrower may revoke any Borrowing Request that is pending when circumstances giving rise to such notice is receivedaffect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that because of a change in circumstances affecting the eurodollar market generally the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Company and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective ineffective, and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, provided that if the Borrower may revoke any Borrowing Request that is pending when circumstances giving rise to such notice is receivedaffect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective ineffective, and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Borrowing, then such Borrowing shall be made as an ABR Borrowing; , provided, however, that, in each casethat upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing Request that is pending when such notice is receivedof, conversion to or continuation of Eurodollar Loans.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Revolving Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO LIBOR Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO LIBOR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone telephone, e-mail or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Eurodollar Revolving Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency BorrowingBorrowing of any Class: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by a Majority in Interest of the Required Lenders of such Class that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Eurocurrency Borrowing for such Interest Period; then the Administrative Agent shall give notice (which may be telephonic) thereof to the Borrower and the Lenders by telephone or facsimile of such Class as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders of such Class that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing of such Class to, or continuation of any Borrowing of such Class as, a Eurocurrency Borrowing and shall be ineffective ineffective, and such Borrowing shall be continued as an ABR Borrowing, and (ii) if any Borrowing Request requests for a Eurocurrency Borrowing, then Borrowing of such Borrowing Class shall be made treated as a request for an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency BorrowingBorrowing of any Class: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by a Majority in Interest of the Required Lenders of such Class that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Eurocurrency Borrowing for such Interest Period; then the Administrative Agent shall give notice (which may be telephonic) thereof to the Borrower Company and the Lenders by telephone or facsimile of such Class as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Company and the Lenders of such Class that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing of such Class to, or continuation of any Borrowing of such Class as, a Eurocurrency Borrowing and shall be ineffective ineffective, and such Borrowing shall be continued as an ABR Borrowing, and (ii) if any Borrowing Request requests for a Eurocurrency Borrowing, then Borrowing of such Borrowing Class shall be made treated as a request for an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile written notice (including by electronic means) as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing and shall be ineffective and such Borrowing shall be converted to or continued as on the last day of the Interest Period applicable thereto an ABR Borrowing, and (ii) if any Borrowing Request requests a Eurocurrency Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be final and conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised in writing by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give written notice thereof to the Borrower and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the provided that Borrower may revoke any such Borrowing Request that is pending when (without penalty) prior to such Borrowing upon written notice is receivedto the Administrative Agent.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any the Interest Period for a Eurocurrency any Eurodollar Borrowing: (a) the Administrative Agent determines in good faith (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders (acting in good faith) that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their respective Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Company and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or the continuation of any Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective and such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any the Interest Period for a any Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Borrowing for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Borrowing for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their respective Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the affected Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the such Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or the continuation of any Borrowing as, a Eurocurrency Borrowing and shall be ineffective ineffective, and such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing, and (ii) if any Borrowing Request requests a Eurocurrency Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Revolving Borrowing: (a) the Administrative Agent determines in good faith (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice (which may be telephonic) thereof to the Borrower Representative and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer existexist (which notification shall be made promptly after the Administrative Agent obtains knowledge of the cessation of such circumstances), (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective ineffective, and such Revolving Borrowing shall be continued as an ABR Borrowing, and (ii) if any Borrowing Request requests for a Eurocurrency Borrowing, then such Eurodollar Revolving Borrowing shall be made treated as a request for an ABR Revolving Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Eurocurrency Borrowing for such Interest Period; then the Administrative Agent shall give notice (which may be telephonic) thereof to the applicable Borrower and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the applicable Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing and shall be ineffective ineffective, and such Borrowing shall be continued as an ABR Borrowing, and (ii) if any Borrowing Request requests for a Eurocurrency Borrowing, then such Borrowing shall be made treated as a request for an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Borrowers and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Borrowing Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any a Borrowing Request that is pending when such notice is receivedof Base Rate Loans.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or; (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period, to a degree which such Lenders have determined to be material; or (c) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that it would be illegal to conduct a Eurodollar Borrowing at the time in question; then the Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing asas a Eurodollar Borrowing, a Eurocurrency Borrowing and shall be ineffective ineffective, and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (ai) the Administrative Agent reasonably determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give written notice thereof to the Borrower and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any ABR Revolving Borrowing to, or continuation of any Eurodollar Revolving Borrowing as, a Eurocurrency Eurodollar Revolving Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing, then such Borrowing shall be made as an ABR Revolving Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Representative and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Borrowing, then such Borrowing shall be made as an ABR a Prime Rate Borrowing; provided, however, that, in each case, provided that if the Borrower may revoke any Borrowing Request that is pending when circumstances giving rise to such notice is receivedaffect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Benchmark Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Term SOFR Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders in writing that the Adjusted LIBO Term SOFR Rate for such Interest Period will does not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall promptly give notice thereof to the Borrower and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, which the Administrative Agent agrees promptly to do, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Benchmark Borrowing and shall be ineffective and such Borrowing shall be converted to an ABR Borrowing on the last day of the Interest Period applicable thereto, and (ii) if any Borrowing Request requests a Eurocurrency Benchmark Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate LIBOR for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate LIBOR for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, provided that if the Borrower may revoke any Borrowing Request that is pending when circumstances giving rise to such notice is receivedaffect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing Loan to, or continuation of any Borrowing Loan as, a Eurocurrency Borrowing and Eurodollar Loan shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency BorrowingEurodollar Loan, then such Borrowing shall be made as an ABR Borrowing; providedLoan, however, that, in each case, provided that if the Borrower may revoke any Borrowing Request that is pending when circumstances giving rise to such notice is receivedaffect only one Interest Period or one Type of Borrowings, then the other Interest Periods and Type of Borrowings shall be permitted.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency LIBOR Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency LIBOR Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency LIBOR Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, provided that if the Borrower may revoke any Borrowing Request that is pending when circumstances giving rise to such notice is receivedaffect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Eurocurrency Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Eurocurrency Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; the Administrative Agent shall give notice thereof to the Borrower Borrowers and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency BorrowingBorrowing in Dollars, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the either Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Term Borrowing: (a) the Administrative Agent determines (which determination shall be final and conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO LIBOR Rate for such Interest Period; or (b) the Administrative Agent is advised in writing by the Required Lenders that the Adjusted LIBO LIBOR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Term Loans included in such Term Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Borrowers and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Term Borrowing to, or continuation of any Term Borrowing as, a Eurocurrency Eurodollar Term Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Term Borrowing, then such Term Borrowing shall be made as an ABR Term Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Parent Borrower and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Parent Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. (a) If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency SOFR Borrowing: (ai) the Administrative Agent determines (which determination shall be final and conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate Term SOFR for such Interest Period; or (bii) the Administrative Agent determines or is advised in writing by the Required Lenders that the Adjusted LIBO Rate Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such SOFR Borrowing for such Interest Period; , then the Administrative Agent shall give written notice thereof to the Borrower and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any SOFR Borrowing requested to be made on the first day of such Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Borrowing, then such Borrowing Period shall be made as an ABR Borrowing; provideda Market Disruption Loan, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when was to have been converted on the first day of such notice is receivedInterest Period to a SOFR Borrowing shall be continued as a Market Disruption Loan and any outstanding SOFR Borrowing shall be automatically converted to a Market Disruption Loan.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any the Interest Period for a Eurocurrency any ALR Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate LIBOR for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate LIBOR for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their respective Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or the continuation of any Borrowing as, a Eurocurrency an ALR Borrowing and shall be ineffective and such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing, and (ii) if any Borrowing Request requests a Eurocurrency an ALR Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Eurodollar Borrowing for such Interest Period; then the Administrative Agent shall give notice (which may be telephonic) thereof to the Borrower and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective ineffective, and any Eurodollar Borrowing shall be continued as an ABR Borrowing, and (ii) if any Borrowing Request requests for a Eurocurrency Borrowing, then such Eurodollar Borrowing shall be made treated as a request for an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency LIBO Rate Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted or the LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency LIBO Rate Borrowing and shall be ineffective ineffective, and (ii) if any Borrowing Request requests a Eurocurrency LIBO Rate Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, provided that, in each case, if the Borrower may revoke any Borrowing Request that is pending when circumstances giving rise to such notice is receivedaffect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing and Eurodollar Borrowing, shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, provided that if the Borrower may revoke any Borrowing Request that is pending when circumstances giving rise to such notice is receivedaffect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If at least two Business Days (a) Subject to clauses (b), (c), (d), (e), (f) and (g) of this Section 3.7, if, on or prior to the commencement first day of any Interest Period for a Eurocurrency BorrowingSOFR Based Loan: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate Term SOFR for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders determine that the Adjusted LIBO Rate for any reason Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such the Lenders of making or maintaining their Loans included in such Borrowing any SOFR Based Loan for such Interest Period; the , then Administrative Agent shall give notice thereof to the will promptly so notify Borrower and each Lender. Thereafter, the obligation of the Lenders by telephone or facsimile as promptly as practicable thereafter and, to maintain SOFR Based Loans shall be suspended until the Administrative Agent notifies (upon the Borrower instruction of the Required Lenders) revokes such notice, and each SOFR Based Loan shall, at the Lenders that end of the circumstances giving rise to current Interest Period therefor, be converted into a Base Rate Loan. Upon receipt of such notice no longer existnotice, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when request for a conversion to or continuation of SOFR Based Loans or, failing that, will be deemed to have converted such notice is receivedrequest into a request for Base Rate Loans in the amount specified therein.

Alternate Rate of Interest. If at least two Business Days Subject to clause (c) below, if prior to the commencement of any Interest Period for a Eurocurrency SOFR Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate Term SOFR for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency SOFR Borrowing and shall be ineffective ineffective, and (ii) if any Borrowing Request requests a Eurocurrency SOFR Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, provided that if the Borrower may revoke any Borrowing Request that is pending when circumstances giving rise to such notice is receivedaffect only one Type of Borrowing, then the other Type of Borrowing shall be permitted.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Eurodollar Rate for such Interest Period; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Eurodollar Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone telephone, telecopy or facsimile other electronic transmission approved by the Administrative Agent as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing and of the affected type shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency BorrowingBorrowing of the affected type, then such Borrowing shall at the Borrower’s option, either not be made or be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest demonstrable error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective ineffective, and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, provided that if the Borrower may revoke any Borrowing Request that is pending when circumstances giving rise to such notice is receivedaffect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Revolving Borrowing: (a) the Administrative Agent reasonably determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give written notice thereof (which may be by electronic mail) to the Borrower and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any ABR Revolving Borrowing to, or continuation of any Eurodollar Revolving Borrowing as, a Eurocurrency Eurodollar Revolving Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing, then such Borrowing shall be made as an ABR Revolving Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing and shall be ineffective ineffective, and (ii) if any Borrowing Request requests a Eurocurrency Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, provided that if the Borrower may revoke any Borrowing Request that is pending when circumstances giving rise to such notice is receivedaffect only one Type of Borrowing, then the other Types of Borrowing shall be permitted.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency an Eurodollar Rate Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Eurodollar Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Eurodollar Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall promptly give notice thereof to the Borrower Representative and the Lenders by telephone or facsimile email as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer exist, which the Administrative Agent agrees promptly to do, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency an Eurodollar Rate Borrowing and shall be ineffective and such Borrowing shall be converted to an ABR Borrowing on the last day of the Interest Period applicable thereto, and (ii) if any Borrowing Request requests a Eurocurrency an Eurodollar Rate Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate Rate, as the case may be, for such Interest Period; or (b) the Administrative Agent is advised by a majority in interest of the Required Lenders that would participate in such Borrowing that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Company and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing and shall be ineffective ineffective, and any Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable thereto, and (ii) if any Borrowing Request requests for a Eurocurrency Borrowing, then such Revolving Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is receivedineffective.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any the Interest Period for a any Eurocurrency Borrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their respective Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone telephone, telecopy or facsimile e-mail as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or the continuation of any Borrowing as, a Eurocurrency Borrowing and shall be ineffective and such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing and (ii) if any Borrowing Request requests a Eurocurrency Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any the Interest Period for a Eurocurrency any Eurodollar Borrowing: (a) the Administrative Agent determines in good faith (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders (acting in good faith) that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their respective Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower XL Group and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower XL Group and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or the continuation of any Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective and such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each casecase and notwithstanding anything to the contrary in this Agreement, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; Period (in each case with respect to the Loans impacted by this clause (b) or clause (a) above, “Impacted Loans”), the Administrative Agent shall give notice thereof to the Borrower Borrowers and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each caseAdministrative Agent, the Borrower may revoke any Borrowing Request that is pending when Required Lenders and the Borrowers shall negotiate in good faith to amend the definition of “LIBO Rate” and other applicable provisions to preserve the original intent thereof in light of such notice is receivedchange.

Alternate Rate of Interest. If at least two Business Days In the event, and on each occasion, that prior to the commencement of any Interest Period for a Eurocurrency Borrowing: Eurodollar Borrowing (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) have determined that adequate and reasonable means do not exist for ascertaining determining the Adjusted LIBO Rate for such Interest Period; or Period or (b) the Administrative Agent is advised by the Required Majority Facility Lenders in respect of the relevant Facility that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; , in each case as reasonably verified by the Controlling Party, then the Administrative Agent shall shall, as soon as practicable thereafter, give written or fax notice thereof of such determination to the Borrower Borrower, the Loan Insurer and the Lenders by telephone or facsimile as promptly as practicable thereafter andLenders. In the event of any such determination, until the Administrative Agent notifies shall have advised the Borrower Borrower, the Loan Insurer and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Borrowing pursuant to Section 2.03 or Section 2.10 shall be deemed to be a request for an ABR Borrowing and (ii) any Interest Election Request Period election that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Borrowing, then such Eurodollar Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, ineffective. Each determination by the Borrower may revoke any Borrowing Request that is pending when such notice is receivedAdministrative Agent under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy (or other facsimile transmission) as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (ix) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective and such Borrowing shall be continued as an ABR Borrowing, and (iiy) if any Borrowing Request requests a Eurocurrency Eurodollar Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency LIBO Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Revolving Credit Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Revolving Credit Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Lead Borrower and the Revolving Credit Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Lead Borrower and the Revolving Credit Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Borrowing Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency LIBO Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency LIBO Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any a Borrowing Request that is pending when such notice is receivedof Prime Rate Loans.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders or the Majority Lenders under the Revolving Facility of any Class that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile electronic means as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing and shall be ineffective and such Borrowing shall be converted to or continued as on the last day of the Interest Period applicable thereto an ABR Borrowing and (ii) if any Borrowing Request requests a Eurocurrency Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Eurodollar Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Eurodollar Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone telephone, telecopy or facsimile other electronic transmission approved by the Administrative Agent as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing and of the affected type shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency BorrowingBorrowing of the affected type, then such Borrowing shall at the Borrower’s option, either not be made or be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency LIBOR Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO LIBOR Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO LIBOR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Borrowers and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter (but in any event, within two (2) Business Days) and, until the Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Borrowing Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency LIBOR Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency LIBOR Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any a Borrowing Request that is pending when such notice is receivedof Base Rate Loans.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent reasonably determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders (based on the reasonable determination of such Required Lenders) that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Company and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer exist, (i) in the case of clauses (a) and (b) above any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, Borrowing provided that if the Borrower may revoke any Borrowing Request that is pending when circumstances giving rise to such notice is receivedaffect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency BorrowingEurodollar Advance: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Eurodollar Base Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Eurodollar Base Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing Advance for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request request that requests the conversion of any Borrowing Advance to, or continuation of any Borrowing Advance as, a Eurocurrency Borrowing and Eurodollar Advance shall be ineffective and any such Eurodollar Loan shall be repaid on the last day of the then current Interest Period applicable thereto, (ii) if any Borrowing Request request for an Advance requests a Eurocurrency BorrowingEurodollar Advance such request shall be ineffective, then and (iii) if any request for an Advance requests a Eurodollar Advance, such Borrowing Advance shall be made as an ABR BorrowingFloating Rate Advance; provided, however, that, in each case, provided that if the Borrower may revoke any Borrowing Request that is pending when circumstances giving rise to such notice is receivedaffect only one Type of Advances, then the other Type of Advances shall be permitted.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any the Interest Period for a Eurocurrency any Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders of the relevant Class that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their respective Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective and such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Borrowing, then such Borrowing shall be made as an a Syndicated ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any the Interest Period for a Eurocurrency any LIBO Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their respective Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or the continuation of any Borrowing as, a Eurocurrency LIBO Borrowing and shall be ineffective and such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing and (ii) if any Borrowing Request requests a Eurocurrency LIBO Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone email or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective ineffective, and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be final and conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO LIBOR Rate for such Interest Period; or (b) the Administrative Agent is advised in writing by the Required Lenders that the Adjusted LIBO LIBOR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give written notice thereof to the Borrower and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Eurodollar Borrowing requested to be made on the first day of such Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Borrowing, then such Borrowing Period shall be made as an ABR Borrowing; provideda Market Disruption Loan, however, that, in each case, the Borrower may revoke (ii) any Borrowing Request that is pending when were to have been converted on the first day of such notice is receivedInterest Period to a Eurodollar Borrowing shall be continued as a Market Disruption Loan and (iii) any outstanding Eurodollar Borrowing shall be converted, on the last day of the then-current Interest Period, to a Market Disruption Loan.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, which the Administrative Agent agrees to do promptly thereafter, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing and shall be ineffective and (ii) if any Notice of Borrowing Request requests a Eurocurrency BorrowingBorrowing in Dollars, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Notice of Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent reasonably determines (which determination shall be final and conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO LIBOR Rate for such Interest Period; or (b) the Administrative Agent is advised in writing by the Required Lenders that the Adjusted LIBO LIBOR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give written notice thereof to the Borrower and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective and such Borrowing shall be converted to or continued as on the last day of the Interest Period applicable thereto an ABR Borrowing, and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency LIBOR Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO LIBOR Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO LIBOR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Lead Borrower and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter (but in any event, within two (2) Business Days) and, until the Administrative Agent notifies the Lead Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Borrowing Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency LIBOR Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency LIBOR Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any a Borrowing Request that is pending when such notice is receivedof Prime Rate Loans.

Alternate Rate of Interest. If at least two Business Days In the event, and on each occasion, that prior to the commencement of any Interest Period for a Eurocurrency Borrowing: Eurodollar Borrowing (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) have determined that adequate and reasonable means do not exist for ascertaining determining the Adjusted LIBO Rate for such Interest Period; or Period or (b) the Administrative Agent is advised by the Required Lenders reasonably and in good faith that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Term Loans included in such Borrowing for such Interest Period; , then the Administrative Agent shall shall, as soon as practicable thereafter, give written or fax notice thereof of such determination to the Borrower and the Lenders by telephone or facsimile as promptly as practicable thereafter andLenders. In the event of any such notice, until the Administrative Agent notifies shall have advised the Borrower and the Lenders that the circumstances giving rise to such written or fax notice no longer exist, (i) any request by the Borrower for a Eurodollar Borrowing pursuant to Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing and (ii) any Interest Election Request Period election that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Borrowing, then such Eurodollar Borrowing shall be made as an ABR Borrowing; providedineffective. Each determination by the Administrative Agent under this Section 2.08 shall, howeverabsent clearly demonstrable error, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is receivedbe final and conclusive and binding on all parties hereto.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any the Interest Period for a Eurocurrency any Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Eurodollar Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Eurodollar Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their respective Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or the continuation of any Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective and such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, provided that if the Borrower may revoke any Borrowing Request that is pending when circumstances giving rise to such notice is receivedaffect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent reasonably determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give written notice thereof to the Borrower and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any ABR Revolving Borrowing to, or continuation of any Eurodollar Revolving Borrowing as, a Eurocurrency Eurodollar Revolving Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing, then such Borrowing shall be made as an ABR Revolving Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency BorrowingPeriod: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted applicable LIBO Rate Rate, for such Interest PeriodPeriod (including the applicable screen rate referred to in the definition of LIBO Rate not being available or ascertainable for the relevant currency on the applicable Quotation Day); or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted applicable LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Parent and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Parent and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Borrowingnew Loan, then such Borrowing Loan shall be made as an ABR Borrowing; providedLoan, however, that, notwithstanding anything to the contrary contained in each case, the Borrower may revoke any such Borrowing Request that is pending when and (ii) with respect to outstanding Loans, at the end of such notice is receivedapplicable Interest Period, such Loans shall be converted to ABR Loans.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency LIBO Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Revolving Credit Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Revolving Credit Lenders of making or maintaining their Revolving Credit Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Borrowers and the Revolving Credit Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Borrowers and the Revolving Credit Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Borrowing Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency LIBO Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency LIBO Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any a Borrowing Request that is pending when such notice is receivedof Prime Rate Loans.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any the Interest Period for a Eurocurrency any LIBO Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their respective Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone telephone, facsimile or facsimile electronic communication as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or the continuation of any Revolving Borrowing as, a Eurocurrency LIBO Borrowing and shall be ineffective and such Revolving Borrowing (unless prepaid) shall be continued as, or converted to, a Revolving ABR Borrowing and (ii) if any Borrowing Request requests a Eurocurrency LIBO Borrowing, then such Borrowing shall be made as an a Revolving ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, provided that, in each case, if the Borrower may revoke any Borrowing Request that is pending when circumstances giving rise to such notice is receivedaffect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, provided that if the Borrower may revoke any Borrowing Request that is pending when circumstances giving rise to such notice is receivedaffect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency BorrowingBorrowing of any Class: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means (including by means of an Interpolated Rate) do not exist for ascertaining the LIBO Rate or the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by a majority in interest of the Required Lenders of the applicable Class that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders of the applicable Class by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the such Lenders that the circumstances giving rise to such notice no longer exist, then (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing and shall be ineffective and (ii) if any Eurocurrency Borrowing Request requests a Eurocurrency Borrowingthat is requested to be continued, then such Borrowing shall be made as converted to an ABR Borrowing; provided, however, that, in each case, Borrowing on the Borrower may revoke any Borrowing Request that is pending when such notice is receivedlast day of the Interest Period applicable thereto.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Eurodollar Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Eurodollar Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.. 66 Blue Bird Body Company Credit Agreement

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any the Interest Period for a any Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or or (ii) (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their respective Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or the continuation of any Borrowing as, a Eurocurrency Borrowing and such Borrowing (unless prepaid) shall be ineffective continued as, or converted to, an ABR Borrowing and (ii) if any Borrowing Request requests a Eurocurrency Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency LIBOR Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile telecopy, as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency LIBOR Revolving Borrowing and shall be ineffective and (ii) if any Borrowing Request or Interest Election Request requests a Eurocurrency LIBOR Borrowing, then such Borrowing shall be made as an ABR a Base Rate Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days Subject to Section 2.22, if prior to the commencement of any Interest Period for a Eurocurrency SOFR Borrowing: (a1) the Administrative Agent determines (which determination shall will be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Term SOFR Rate for such Interest Period; or (b2) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate Term SOFR Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Term Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall will give notice thereof to the Borrower Borrowers and the applicable Lenders by telephone telephone, facsimile transmission or facsimile e-mail as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (ia) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a Eurocurrency SOFR Borrowing and shall will be ineffective and such Borrowing will be converted to or continued as on the last day of the Interest Period applicable thereto an ABR Borrowing and (iib) if any Borrowing Request requests a Eurocurrency SOFR Borrowing, then such Borrowing shall will be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO EURIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO EURIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Company and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing and shall be ineffective ineffective, and (ii) if any Borrowing Request requests a Eurocurrency Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, PROVIDED that if the Borrower may revoke any Borrowing Request that is pending when circumstances giving rise to such notice is receivedaffect only one Type of Borrowing, then the other Type of Borrowing shall be permitted.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any the Interest Period for a any Eurocurrency Borrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their respective Loans included in such Borrowing for such Interest Period; and, in each case, the provisions of Section 2.11(c) are not applicable, then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone telephone, telecopy or facsimile e-mail as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or the continuation of any Borrowing as, a Eurocurrency Borrowing and such Borrowing (unless prepaid) shall be ineffective continued as, or converted to, an ABR Borrowing and (ii) if any Borrowing Request requests a Eurocurrency Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any the Interest Period for a any Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders of such Borrowing that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their respective Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders affected Lender by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the such Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or the continuation of any Borrowing as, a Eurocurrency Borrowing and shall be ineffective and such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing, (ii) if any Borrowing Request requests a Eurocurrency Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or any Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective ineffective, and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, provided that the Borrower may revoke any Borrowing Request that is pending when circumstances giving rise to such notice is receivedaffect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive presumed correct absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; Period or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; , then the Administrative Agent shall give notice thereof to the Borrower Company and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing and shall be ineffective ineffective, and any Eurocurrency Borrowing so requested to be continued shall, at the option of the Company, be repaid in full on the last day of the Interest Period applicable thereto, or be converted to an ABR Borrowing denominated in dollars and (ii) if any Borrowing Request requests a Eurocurrency Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Eurodollar Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Eurodollar Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lender or Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective ineffective, and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Borrowing, then Table of Contents such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, provided that if the Borrower may revoke any Borrowing Request that is pending when circumstances giving rise to such notice is receivedaffect fewer than all Types of Borrowings, then the other Types of Borrowings shall be permitted.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent Lender reasonably determines (which determination shall be conclusive binding, absent manifest demonstrable error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders Lender reasonably determines (which determination shall be binding, absent demonstrable error) that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders Lender of making or maintaining their Loans its Loan included in such Borrowing for such Interest Period; the Administrative Agent then Lender shall give notice thereof to the Borrower and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent Lender notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, provided that if the Borrower may revoke any Borrowing Request that is pending when circumstances giving rise to such notice is receivedaffect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Eurocurrency Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Eurocurrency Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile telecopy or transmission by electronic communication in accordance with Section 9.01 as promptly as practicable thereafter but, in any event no later than the first day of the Interest Period relating to such Eurocurrency Borrowing, and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Borrowing, then such Borrowing shall be made as an ABR a Base Rate Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.

Alternate Rate of Interest. If at least two Business Days Subject to clause (c) below, if prior to the commencement of any Interest Period for a Eurocurrency SOFR Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate Term SOFR for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency SOFR Borrowing and shall be ineffective ineffective, and (ii) if any Borrowing Request requests a Eurocurrency SOFR Revolving Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, provided that if the Borrower may revoke any Borrowing Request that is pending when circumstances giving rise to such notice is receivedaffect only one Type of Borrowing, then the other Type of Borrowing shall be permitted.

Alternate Rate of Interest. If at least In the event, and on each occasion, that on the day two (2) Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) , the Administrative Agent determines shall have determined (which determination shall be conclusive absent manifest errorand binding upon the Borrowers) that adequate and reasonable means do that: (a) dollar deposits in the amount set forth in such request for Borrowing are not exist for ascertaining generally available in the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders London interbank market, or that the Adjusted LIBO Rate for such Interest Period rate at which dollar deposits are being offered will not adequately and fairly reflect the cost to such Lenders any Bank or the Swing Line Bank of making or maintaining their Loans included in the principal amount of its Eurodollar Loan comprising such Borrowing for during such Interest Period; , or (b) reasonable means do not exist for ascertaining the Administrative LIBO Rate, then the Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile as promptly soon as practicable thereafter andgive written notice of such determination to the Company, the Banks and/or the Swing Line Bank; and any request by a Borrower for the making of a Eurodollar Borrowing shall, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, be deemed to be a request for a Borrowing to be comprised of (i) any Interest Election Request that requests the conversion of any if such Borrowing tois a Floor Plan Loan Borrowing, or continuation of any Borrowing asComerica Prime Rate Loans, a Eurocurrency Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Borrowing, then such Borrowing shall be made as is an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.Acquisition Loan THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be final and conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO LIBOR Rate for such Interest Period; or (b) the Administrative Agent is advised in writing by the Required Lenders that the Adjusted LIBO LIBOR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give written notice thereof to the Borrower and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the that Borrower may revoke reduce any such Borrowing Request that is pending when such prior to the Borrowing upon written notice is receivedto the Administrative Agent.

Alternate Rate of Interest. If at least two Business Days after the date hereof but prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent reasonably determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO LIBOR Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO LIBOR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Lead Borrower and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Lead Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, Revolving Borrowing unless withdrawn by the Borrower may revoke any Borrowing Request that is pending when such notice is receivedLead Borrower.

Alternate Rate of Interest. If at least two Business Days prior to the commencement of any the Interest Period for a Eurocurrency any Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their respective Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower AXIS Holdings and the Lenders by telephone or facsimile telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower AXIS Holdings and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or the continuation of any Borrowing as, a Eurocurrency Eurodollar Borrowing and shall be ineffective and such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided, however, that, in each case, the Borrower may revoke any Borrowing Request that is pending when such notice is received.