Common use of Alternate Rate of Interest Clause in Contracts

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank of making or maintaining its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the LIBO Rate, the Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrower and the Banks. In the event of any such determination, until the Agent shall have advised the Borrower and the Banks that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing. Each determination by the Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar Dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar Dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank the Lenders holding more than 50% in principal amount of the Loans which are to be included in such Eurodollar Borrowing of making or maintaining its such Eurodollar Loan Loans during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy fax notice of such determination to the Borrower and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to or Section 2.04 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent hereunder under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to Lenders holding a majority in interest of the outstanding Loans and unused Commitments of any Bank Class of making or maintaining its their Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy fax notice of such determination to the Borrower Borrowers and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower Borrowers and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower Borrowers for a Eurodollar Competitive Borrowing (or for a Eurodollar Borrowing of the affected Class, as applicable) pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent hereunder under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days days prior to the commencement of any Interest Period for a Eurodollar Eurocurrency Borrowing of any Type the Administrative Agent shall have determined that dollar Dollar deposits or deposits in the Alternative Currency in which such Borrowing is to be denominated in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank Lender of making or maintaining its Eurodollar Eurocurrency Loan during such Interest Period, or that reasonable means do not exist for ascertaining the LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the applicable Borrower and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the applicable Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the a Borrower for a Eurodollar Eurocurrency Competitive Borrowing pursuant to Section 2.03 shall be of no force and or effect and shall be denied by the Administrative Agent and (ii) any request by the a Borrower for a Eurodollar Eurocurrency Standby Borrowing pursuant to Section 2.04 of the affected Type or in the affected currency shall be deemed to be a request for an ABR BorrowingBorrowing denominated in Dollars. Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing LIBOR Loan, the Administrative Agent shall have determined that dollar Dollar deposits in the principal amounts amount of the Eurodollar Loans comprising requested principal amount of such Borrowing LIBOR are not generally available in the London interbank marketInterbank Market, or that the rates rate at which such dollar Dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank Lender of making or maintaining its Eurodollar Loan portion of such LIBOR Loans during such Interest Period, or that reasonable means do not exist for ascertaining the LIBO RateLIBOR, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy telecopier notice of such determination to the Borrower and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Banks determined that the circumstances giving rise to such notice no longer exist, (ia) any request by the Borrower for a Eurodollar LIBOR Competitive Borrowing pursuant to Section 2.03 2.4 shall be of no force and effect and shall be denied by the Administrative Agent and (iib) any request by the Borrower for a Eurodollar Standby LIBOR Borrowing pursuant to Section 2.04 2.5 shall be deemed to be a request for an ABR BorrowingLoan. Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar Dollar deposits in the principal amounts amount of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar Dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank Lender of making or maintaining its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrower Borrowers and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower Borrowers and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the a Borrower for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing and (ii) any request by a Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR BorrowingAdministrative Agent. Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing (a) the Administrative Agent shall have determined that dollar deposits adequate and reasonable means do not exist for determining the Adjusted LIBO Rate for such Interest Period or (b) the Administrative Agent is advised by the Majority Facility Lenders in the principal amounts respect of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or relevant Facility that the rates at which Adjusted LIBO Rate for such dollar deposits are being offered Interest Period will not adequately and fairly reflect the cost to any Bank such Lenders of making or maintaining its Eurodollar Loan during their Loans included in such Borrowing for such Interest Period, or that reasonable means do not exist for ascertaining the LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy fax notice of such determination to the Borrower and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 or 2.10 shall be deemed to be a request for an ABR BorrowingBorrowing and (ii) any Interest Period election that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective. Each determination by the Administrative Agent hereunder under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. (a) In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined (i) that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, market or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank of making or maintaining its Eurodollar Loan during such Interest Period, or (ii) that reasonable means do not exist for ascertaining the LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrower Borrowers and the BanksLenders. In the event of any such determinationdetermination under clauses (i) or (ii) above, until the Administrative Agent shall have advised the Borrower Borrowers and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (ix) any request by the a Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Administrative Agent and (iiy) any request by the a Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing. Each determination by the Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the eventIf, and on each occasionoccasion that, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank Lender of making or maintaining its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrower Borrowers and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower Borrowers and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower Borrowers for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, event and on each occasion, occasion that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect exceed the cost to any Bank Lender of making or maintaining its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrower and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Eurocurrency Borrowing the Administrative Agent shall have determined that dollar (a) deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank relevant market, or that (b) the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank Lender of making or maintaining its Eurodollar Eurocurrency Loan during such Interest Period, or that (c) reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of explaining such determination to the applicable Borrower and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the such Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the such Borrower for a Eurodollar Competitive Eurocurrency Borrowing denominated in dollars pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent hereunder shall be conclusive absent manifest errorerror and any request by such Borrower for a Eurocurrency Borrowing denominated in any Alternative Currency pursuant to Section 2.03 or 2.10 shall be deemed to be a request for a Foreign Base Rate Loan.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Eurocurrency Borrowing the Administrative Agent shall have reasonably determined that dollar (a) deposits in the principal amounts of the Eurodollar Alternative Currency Loans comprising such Borrowing are not generally available in the London or other relevant interbank market, or that (b) by reason of circumstances affecting the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank of making or maintaining its Eurodollar Loan during such Interest Periodrelevant market, or that reasonable means do not exist for ascertaining the LIBO RateAdjusted LIBOR, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy (including telecopy) notice of such determination to the Borrower Borrowers and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower Borrowers and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) if the conditions specified in clause (b) above exist, any request by the a Borrower for a Eurodollar Competitive Eurocurrency Borrowing denominated in Dollars pursuant to Section 2.03, or to continue any Eurocurrency Borrowing denominated in Dollars for another Interest Period or to convert an ABR Borrowing to a Eurocurrency Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 2.10, shall be deemed to be a request for an ABR BorrowingBorrowing and (ii) if the conditions specified in clause (a) above exist, any request for an Alternative Currency Borrowing shall be rejected. Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. (a) In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the currency of such Eurodollar Borrowing in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank the majority in interest of the Lenders of making or maintaining its Eurodollar Loan Loans during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy fax notice of such determination to the Borrower and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and or Section 2.10 (iix) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 in Dollars, shall be deemed to be a request for an ABR BorrowingBorrowing and (y) in an Alternative Currency, shall be deemed to be a request for a Borrowing at the average of the rates per annum at which overnight deposits in the applicable Alternative Currency are offered to major banks in the interbank market in London, England by the Administrative Agent at approximately 11:00 a.m., London time, on such day. Each determination by the Administrative Agent hereunder under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, event and on each occasion, occasion that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank Lender of making or maintaining its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrower and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Eurocurrency Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank Lender of making or maintaining its Eurodollar Eurocurrency Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy fax notice of such determination to the Borrower Borrowers and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower Borrowers and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the a Borrower for a Eurodollar Competitive Eurocurrency Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 or 2.10 shall be deemed to be a request for an ABR Borrowing (or, in the case of a request by the Canadian Borrower, a U.S. Base Rate Borrowing). Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans or Competitive Loans comprising such Borrowing or Competitive Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank the Lenders of making or maintaining its Eurodollar Loan Loans during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrower and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Banks 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 2.04 hereof shall be deemed to be a request for an ABR Borrowing provided that, any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 hereof shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR BorrowingAdministrative Agent. Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Agent shall have in good faith determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank the majority in interest of the Banks of making or maintaining its their Eurodollar Loan Loans during such Interest Period, or that reasonable means do not exist for ascertaining the LIBO Eurodollar Rate, the Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrower and the Banks. In the event of any such determination, (i) any request by the Borrower for a Eurodollar Borrowing pursuant to Section 2.03 shall, until the Agent shall have advised the Borrower and the Banks that the circumstances giving rise to such notice no longer exist, (i) any be deemed to be a request by the Borrower for a Eurodollar Competitive an ABR Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Auction Borrowing pursuant to Section 2.04 shall be deemed ineffective; provided that (A) if the circumstances giving rise to such notice do not affect all the Banks, then requests by Borrower for Eurodollar Auction Borrowings may be a request for an ABR Borrowingmade to Banks that are not affected thereby and (B) if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted. Each determination by the Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, event and on each occasion, occasion that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect exceed the cost to any Bank Lender of making or maintaining its Eurodollar Revolving Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy facsimile notice (which, in the case of a facsimile notice, shall be followed by a written notice) of such determination to the Borrower and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 2.05 or 2.12 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Eurocurrency Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London relevant interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank Lender of making or maintaining its Eurodollar Eurocurrency Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written written, fax or telecopy electronic mail notice of such determination to the Borrower Borrowers and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower Borrowers and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (ia) any request by the any Borrower for a Eurodollar Competitive Eurocurrency Borrowing pursuant to Section 2.03 shall be of no force and effect and shall deemed to be denied by the Agent a request for an ABR Borrowing and (iib) any request by the any Borrower for a Eurodollar Standby Eurocurrency Borrowing pursuant to Section 2.04 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent hereunder under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that If on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing Loan, the Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately adequate and fairly reflect the cost to any Bank of making or maintaining its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the applicable Adjusted LIBO Rate or LIBO Rate, as applicable, for such Interest Period, the Agent shall, as soon as practicable thereafter, give written written, facsimile or telecopy telegraphic notice of such determination to the Borrower and the Banks. In the event of any such determinationLenders and, until the Agent shall have advised notifies the Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by Interest Election Request that requests the Borrower for conversion of any Revolving Credit Borrowing to, or continuation of any Revolving Credit Borrowing as, a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent ineffective and (ii) if any request by the Borrower for Borrowing Request requests a Eurodollar Standby Borrowing, such Borrowing pursuant to Section 2.04 shall be deemed to be a request for made as an ABR Borrowing. Each determination by ; provided that if the Agent hereunder circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be conclusive absent manifest errorpermitted.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank the Lenders of making or maintaining its Eurodollar Loan Loans during such Interest Period, or that reasonable means do not exist for ascertaining the LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrower and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing. The Administrative Agent agrees to give written notice to the Borrower promptly after it determines that the conditions giving rise to any notice under the first sentence of this paragraph shall no longer be in effect. Each determination by the Administrative Agent hereunder shall be presumed conclusive absent manifest errorerror but subject to rebuttal by the Borrower.

Alternate Rate of Interest. In the event, event and on each occasion, occasion that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank Lender of making or maintaining its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy fax notice of such determination to the Borrower and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank Lender of making or maintaining its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, the Agent shall, as soon as practicable thereafter, give written written, telecopy or telecopy email notice of such determination to the Borrower and the BanksLenders. In the event of any such determination, until the Agent shall have advised the Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing. In the event of any such determination, the Lenders shall negotiate with the Borrower, at its request, as to the interest rate which the Loans comprising such an ABR Borrowing shall bear; provided that such Loans shall bear interest as provided in Section 2.08(b) pending the execution by the Borrower and the Lenders of a written agreement providing for a different interest rate. Each determination by the Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In Except in connection with a Benchmark Transition Event or an Early Opt-in Election as described in the eventfurther provisions of this Section 8.07, and on each occasion, that on the day two Business Days if prior to the commencement of any Interest Period for a Eurodollar Borrowing Euro-Dollar Borrowing: (i) the Administrative Agent determines (which determination shall have determined be conclusive absent manifest error) that dollar deposits in by reason of circumstances affecting the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank relevant market, adequate and reasonable means do not exist for ascertaining the Euro-Dollar Rate or USD LIBOR, as applicable, for such Interest Period; or (ii) the Administrative Agent is advised by the Required Lenders under the applicable Loans that the rates at which Euro-Dollar Rate or USD LIBOR, as applicable, for such dollar deposits are being offered Interest Period will not adequately and fairly reflect the cost to any Bank such Lenders of making or maintaining its Eurodollar Loan during their Loans for such Interest Period, or that reasonable means do not exist for ascertaining then the LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, shall give written or telecopy notice of such determination thereof to the Borrower and the Banks. In the event of any such determinationLenders by telephone or other electronic communication as promptly as practicable thereafter and, until the Administrative Agent shall have advised notifies the Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by Interest Election Request that requests the Borrower for conversion of any Loan to, or continuation of any Loan as, a Eurodollar Competitive Borrowing pursuant to Section 2.03 Euro-Dollar Loan shall be of no force ineffective and effect and such Loan (unless prepaid) shall be denied by converted to an Base Rate Loan on the Agent and (ii) any request by last day of the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing. Each determination by the Agent hereunder shall be conclusive absent manifest errorthen current Interest Period applicable thereto.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two (2) Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have reasonably determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered in the London interbank market will not adequately and fairly reflect the cost to any Bank participating Lender of making or maintaining its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the LIBO RateAdjusted Eurodollar Rate for such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy fax notice of such determination to the Borrower and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Banks participating Lenders that the circumstances giving rise to such notice no longer exist (which the Administrative Agent agrees to give promptly after such circumstances no longer exist), (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR a Base Rate Borrowing. Each determination by the Administrative Agent hereunder under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing (a) the Administrative Agent shall have determined that dollar deposits in adequate and reasonable means do not exist for determining the principal amounts of Adjusted LIBO Rate for such Interest Period or (b) the Eurodollar Loans comprising such Borrowing are not generally available in Administrative Agent is advised by the London interbank market, or Required Lenders that the rates at which Adjusted LIBO Rate for such dollar deposits are being offered Interest Period will not adequately and fairly reflect the cost to any Bank such Lenders of making or maintaining its Eurodollar Loan during their Term Loans included in such Borrowing for such Interest Period, or that reasonable means do not exist for ascertaining the LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy fax notice of such determination to the Borrower and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 or 2.10 shall be deemed to be a request for an ABR BorrowingBorrowing and (ii) any Interest Period election that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective. Each determination by the Administrative Agent hereunder under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered 28 24 will not adequately and fairly reflect the cost to any Bank of making or maintaining its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the LIBO Rate, the Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrower and the Banks. In the event of any such determination, until the Agent shall have advised the Borrower and the Banks that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing. Each determination by the Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Eurocurrency Borrowing the Administrative Agent shall have determined that dollar (a) deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank relevant market, or that (b) the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank Lender of making or maintaining its Eurodollar Eurocurrency Loan during such Interest Period, or that (c) reasonable means do not exist for ascertaining the LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of explaining such determination to the Borrower Company and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower Company and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the any Borrower for a Eurodollar Competitive Eurocurrency Borrowing denominated in dollars pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 2.3 or 2.10 shall be deemed to be a request for an ABR BorrowingBorrowing and any request by such Borrower for a Eurocurrency Borrowing denominated in any Alternative Currency pursuant to Section 2.22 shall be deemed to be a request for a Foreign Base Rate Loan. Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined in good faith that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank the Required Lenders of making or maintaining its their Eurodollar Loan Loans during such Interest Period, or that reasonable means do not exist for ascertaining the LIBO Eurodollar Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrower Borrowers and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower Borrowers and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower Borrowers for a Eurodollar Competitive Borrowing pursuant to Section 2.03 2.02 shall be of no force and effect and shall deemed to be denied by the Agent a request for a Base Rate Borrowing, and (ii) any request by the Borrower Borrowers for a conversion to, or a continuation of, a Eurodollar Standby Borrowing pursuant to Section 2.04 2.03 shall be deemed to be a request for an ABR for, respectively, a continuation as, or a conversion to, a Base Rate Borrowing. Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank the Required Lenders of making or maintaining its Eurodollar Loan Loans during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrower and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Banks 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 2.04 hereof shall be deemed to be a request for an ABR Borrowing provided that, any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 hereof shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR BorrowingAdministrative Agent. Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar EuroDollar Borrowing (a) the Administrative Agent shall have determined that dollar deposits in adequate and reasonable means do not exist for determining the principal amounts of Adjusted LIBO Rate for such Interest Period or (b) the Eurodollar Loans comprising such Borrowing are not generally available in Administrative Agent is advised by the London interbank market, or Required Lenders that the rates at which Adjusted LIBO Rate for such dollar deposits are being offered Interest Period will not adequately and fairly reflect the cost to any Bank such Lenders of making or maintaining its Eurodollar Loan during their Loans included in such Borrowing for such Interest Period, or that reasonable means do not exist for ascertaining the LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy fax notice of such determination to the Borrower and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive EuroDollar Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 or 2.10 shall be deemed to be a request for an ABR BorrowingBorrowing and (ii) any Interest Period election that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a EuroDollar Borrowing shall be ineffective. Each determination by the Administrative Agent hereunder under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Agent shall have determined (i) that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, market or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank of making or maintaining its Eurodollar Loan during such Interest Period, or (ii) that reasonable means do not exist for ascertaining the LIBO Rate, the Agent shall, as soon as practicable thereafter, give written or telecopy facsimile notice of such determination to the Borrower and the BanksLenders. In the event of any such determinationdetermination under clause (i) or (ii) above, until the Agent shall have advised the Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing. Each determination In the event the Required Lenders notify the Agent that the rates at which dollar deposits are being offered will not adequately and fairly reflect the cost to such Lenders of making or maintaining Eurodollar Loans during such Interest Period, the Agent shall notify the Borrower of such notice and until the Required Lenders shall have advised the Agent that the circumstances giving rise to such notice no longer exist, any request by the Agent hereunder Borrower for a Eurodollar Borrowing shall be conclusive absent manifest error.deemed a request for an ABR

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have reasonably determined that dollar quotations for interest rates for the relevant deposits referred to in the principal definition of "Eurodollar Rate" are not being provided in the relevant amounts or for the relevant maturities for purposes of the determining rates of interest for Eurodollar Loans comprising such Borrowing are not generally available in the London interbank marketas provided herein, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank Lender of making or maintaining its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the LIBO Eurodollar Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrower and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Eurocurrency Borrowing the Administrative Agent shall have determined that dollar (a) deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank relevant market, or that (b) the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank Lender of making or maintaining its Eurodollar Eurocurrency Loan during such Interest Period, or that (c) reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy fax notice of explaining such determination to the applicable Borrower and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the such Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the such Borrower for a Eurodollar Competitive Eurocurrency Borrowing denominated in dollars pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent hereunder shall be conclusive absent manifest errorerror and any request by such Borrower for a Eurocurrency Borrowing denominated in any Alternative Currency pursuant to Section 2.03 or 2.10 shall be deemed to be a request for a Foreign Base Rate Loan.

Alternate Rate of Interest. (a) In the event, and on each occasion, that on the day that is two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing Borrowing, (i) the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, (ii) the Administrative Agent is advised by a Majority in Interest of the Lenders of the Class making or maintaining such Eurodollar Loans that the rates at which such dollar deposits are being offered Adjusted LIBO Rate will not adequately and fairly reflect the cost to any Bank such Lenders of making or maintaining its such Eurodollar Loan Loans during such Interest Period, Period or (iii) the Administrative Agent shall have determined that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO RateRate (including because the LIBO Screen Rate is not available or published on a current basis) for such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy fax notice of such determination to the Borrower and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent hereunder under this Section 2.08(a) shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing LIBOR Loan, the Administrative Agent shall have determined in good faith that dollar Dollar or Euro deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank marketmarket or other market in which Lenders ordinarily raise Dollars or Euros, as applicable, to fund Loans of the requested Type, or that the rates at which such dollar Dollar or Euro, as applicable, deposits are being offered will not adequately and fairly reflect the cost to any Bank Lender of making or maintaining its Eurodollar LIBOR Loan during such Interest Period, or that reasonable means do not exist for ascertaining the LIBO Rate, then the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the relevant Borrower and the BanksLenders. In the event of any such determination, any request made by a Borrower after the date of such notice for a LIBOR Borrowing pursuant to Section 2.03 or 2.04 shall, until the Administrative Agent shall have advised the Borrower Alcoa and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR a Base Rate Borrowing. Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing or SOFR Borrowing the Administrative Agent shall have determined (a) with respect to a Eurodollar Borrowing, that dollar Dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or (b) that the rates at which such dollar Dollar deposits are being offered or Adjusted Term SOFR will not adequately and fairly reflect the cost to any Bank the Required Lenders of making or maintaining its Eurodollar Loan Loans or SOFR Loans, as applicable, during such Interest Period, Period or (c) that reasonable means do not exist for ascertaining the Adjusted LIBO RateRate or Adjusted Term SOFR, as applicable, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy fax notice of such determination to the Borrower and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing or SOFR Borrowing, as applicable, pursuant to Section Sections 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent hereunder under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar Dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar Dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank the Lenders holding more than 50% in principal amount of the Loans which are to be included in such Eurodollar Borrowing of making or maintaining its such Eurodollar Loan Loans during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy fax notice of such determination to the Borrower and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent hereunder under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, event and on each occasion, occasion that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank the Required Lenders of making or maintaining its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrower and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist (which advice the Administrative Agent agrees to give promptly after it learns that such circumstances no longer exist), (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent hereunder shall be conclusive absent manifest demonstrable error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank of making or maintaining its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the LIBO Rate, the Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrower and the Banks. In the event of any such determination, until the Agent shall have advised the Borrower and the Banks that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for the making of a Eurodollar Competitive Borrowing pursuant to Section 2.03 Loan shall be of no force and effect and shall deemed to be denied by the Agent a request for an ABR Borrowing and (ii) any request by the Borrower for a conversion of an ABR Loan into a Eurodollar Standby Borrowing Loan or the continuation of a Eurodollar Loan pursuant to Section 2.04 2.05 shall be deemed to be a request for a continuation of, or conversion into, an ABR Borrowing. Each determination by the Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank inter-bank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank Lenders having outstanding Loans and unused Commitments representing at least 20% of the aggregate outstanding Loans and unused Commitments in respect of the affected Credit Facility of making or maintaining its their Eurodollar Loan Loans during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the each Borrower and the BanksLenders. In the event of any such determination, any request by either Borrower for a Eurodollar Borrowing pursuant to Section 2.03 or 2.10 shall, until the Administrative Agent shall have advised the Borrower Borrowers and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Eurocurrency Borrowing denominated in Dollars, the Paying Agent shall have determined that dollar (a) deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing in Dollars are not generally available in the London interbank relevant market, or that (b) the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank the Lender or Lenders holding a majority of the Eurocurrency Loans comprising such Eurocurrency Borrowing of making or maintaining its Eurodollar Loan such Eurocurrency Loans during such Interest Period, or that (c) reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Paying Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrower and the BanksLenders. In the event of any such determination, until the Paying Agent shall have advised the Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Eurocurrency Borrowing denominated in Dollars pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 or 2.10 shall be deemed to be a request for an ABR a Base Rate Borrowing. Each determination by the Paying Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank Lender of making or maintaining its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrower and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for to convert an ABR Borrowing to a Eurodollar Competitive Borrowing or to continue a Eurodollar Borrowing for another Interest Period as a Eurodollar Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Agent shall have reasonably determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank the Lenders of making or maintaining its Eurodollar Loan Loans during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrower and the BanksLenders. In the event of any such determination, any request by the Borrower for a Eurodollar Borrowing pursuant to Section 2.04 or 2.11 shall, until the Agent shall have advised the Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing. Each determination by the Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. (a) In the event, and on each occasion, that on the day two Business Days occasion prior to the commencement of any Interest Period for a Eurodollar Borrowing any LIBO Rate Loans, (i) the Required Banks shall have notified the Agent that they have determined, or the Agent or Fleet shall have determined determined, that dollar Dollar deposits in an amount comparable to the principal amounts amount of such LIBO Rate Loan and having a scheduled maturity comparable to the Eurodollar Loans comprising such Borrowing Interest Period set forth in the related Loan Request are not generally available in the London interbank market, market or that (ii) the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank of making Agent or maintaining its Eurodollar Loan during such Interest Period, or Fleet shall determine that reasonable means do not exist for ascertaining the LIBO Base Rate, the Agent shallAgent, as soon as practicable thereafter, shall give written or telecopy oral notice of such determination to the Borrower and the BanksBorrowers, promptly confirmed in writing (which may be by teletransmission). In the event of any such determination, determination and until the Agent shall have advised notifies the Borrower Borrowers (and provides a copy of this notice to the Banks Banks) that the circumstances giving rise to such notice no longer exist, (i) any request by no Revolving Credit Loans or Term Loans will be made as LIBO Rate Loans and no Revolving Credit Loans or Term Loans will be converted to or continued as LIBO Rate Loans, but shall convert to Prime Rate Loans at the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be end of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowingapplicable Interest Period, if any, therefor. Each determination by a Bank, or the Agent or Fleet, as the case may be, hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing Eurocurrency Borrowing, the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London relevant interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank Lender of making or maintaining its Eurodollar Eurocurrency Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written written, fax or telecopy electronic mail notice of such determination to the Borrower Borrowers and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower Borrowers and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (ia) any request by the any Borrower for a Eurodollar Competitive Eurocurrency Borrowing pursuant to Section 2.03 shall be of no force and effect and shall deemed to be denied by the Agent a request for an ABR Borrowing and (iib) any request by the any Borrower for a Eurodollar Standby Eurocurrency Borrowing pursuant to Section 2.04 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent hereunder under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing LIBOR Loan, the Administrative Agent shall have determined in good faith that dollar Dollar or Euro deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank marketmarket or other market in which Lenders ordinarily raise Dollars or Euros, as applicable, to fund Loans of the requested Type, or that the rates at which such dollar Dollar or Euro, as applicable, deposits are being offered will not adequately and fairly reflect the cost to any Bank Lender of making or maintaining its Eurodollar LIBOR Loan during such Interest Period, or that reasonable means do not exist for ascertaining the LIBO Rate, then the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the relevant Borrower and the BanksLenders. In the event of any such determination, any request made by a Borrower after the date of such notice for a LIBOR Borrowing pursuant to Section 2.03 or 2.04 shall, until the Administrative Agent shall have advised the Borrower AlcoaArconic and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR a Base Rate Borrowing. Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, event and on each occasion, occasion that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect exceed the cost to any Bank Lender of making or maintaining its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy facsimile notice (which, in the case of a facsimile notice, shall be followed by a written notice) of such determination to the Borrower and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 2.05 or 2.12 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing Borrowing, the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London relevant interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank Lender of making or maintaining its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written written, fax or telecopy electronic mail notice of such determination to the Borrower Borrowers and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower Borrowers and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (ia) any request by the any Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall deemed to be denied by the Agent a request for an ABR Borrowing and (iib) any request by the any Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent hereunder under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the Administrative Agent shall have been informed by the Required Lenders that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank the Required Lenders (or such Lender) of making or maintaining their or its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination thereof to the Borrower and the BanksLenders. In the event of any such determinationnotice, until the Administrative Agent shall have advised the Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent hereunder under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. (a) In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank Lender of making or maintaining its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrower Borrowers and the BanksLenders. In the event of any such determination, any request by a Borrower for a Eurodollar Borrowing pursuant to Section 2.03 shall, until the Agent shall have advised the Borrower Borrowers and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing. Each determination by the Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank of making or maintaining its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the LIBO Rate, the Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrower and the Banks. In the event of any such determination, until the Agent shall have advised the Borrower and the Banks that the circumstances giving rise to such notice no longer exist, (i) any i)any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any ii)any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing. Each determination by the Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each -------------------------- occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Agent shall have reasonably determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank the Lenders of making or maintaining its Eurodollar Loan Loans during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrower and the BanksLenders. In the event of any such determination, any request by the Borrower for a Eurodollar Borrowing pursuant to Section 2.03 or 2.10 shall, until the Agent shall have advised the Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing. Each determination by the Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing Loan the Administrative Agent shall have determined that dollar Dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar Dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank the majority of Lenders of making or maintaining its Eurodollar Loan Loans during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy fax notice of such determination to the Borrower and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing Loan pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 2.07 shall be deemed to be a request for an ABR BorrowingLoan. Each determination by the Administrative Agent hereunder under this Section 2.20 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two (2) Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing Borrowing, the Agent shall have determined that (which determination shall be conclusive and binding upon the Borrowers) that: (a) dollar deposits in the principal amounts of the Eurodollar Loans comprising amount set forth in such request for Borrowing 41 42 are not generally available in the London interbank market, or that the rates rate at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank or the Swing Line Bank of making or maintaining the principal amount of its Eurodollar Loan comprising such Borrowing during such Interest Period, or that (b) reasonable means do not exist for ascertaining the LIBO Rate, then the Agent shall, shall as soon as practicable thereafter, thereafter give written or telecopy notice of such determination to the Company, the Banks and/or the Swing Line Bank; and any request by a Borrower and for the Banks. In the event making of any such determinationa Eurodollar Borrowing shall, until the Agent shall have advised the Borrower and the Banks that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for a Borrowing to be comprised of (i) if such Borrowing is a Floor Plan Loan Borrowing, Comerica Prime Rate Loans, and (ii) if such Borrowing is an ABR Acquisition Loan Borrowing, Alternate Base Rate Loans. Each determination by of the Agent hereunder shall be conclusive absent manifest demonstrable error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits Dollar or Canadian Dollar deposits, as applicable, in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank marketmarket or the Canadian interbank market respectively, or that the rates at which such dollar deposits Dollar or Canadian Dollar deposits, as applicable, are being offered will not adequately and fairly reflect the cost to any Bank the majority of Lenders of making or maintaining its the applicable Eurodollar Loan Loans during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the CDOR Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy fax notice of such determination to the Lead Borrower and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Lead Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Lead Borrower (on behalf of itself or the Canadian Borrower) for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent hereunder under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing Loan the Administrative Agent shall have determined in good faith (i) that dollar deposits in the principal amounts of the such Eurodollar Loans comprising such Borrowing Loan are not generally available in the London interbank market, market or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank of making or maintaining its Eurodollar Loan during such Interest Period, or (ii) that reasonable means do not exist for ascertaining the LIBO Rate, the Agent shall, as soon Eurodollar Rate as practicable thereafter, give written telex or telecopy notice of such determination to the Borrower and the BanksLenders. In the event of any such determinationdetermination under clause (i) or (ii) above, until the Administrative Agent shall have advised the Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (iA) any request by the Borrower for a Eurodollar Competitive Borrowing Loan pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii2.01(b) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowinga Base Rate Loan and (B) any request by the Borrower for conversion into or extension of a Eurodollar Loan pursuant to Section 3.03 shall be deemed to be a request for conversion into or extension of a Base Rate Loan. Each determination by the Administrative Agent hereunder shall be conclusive in good faith and shall be rebuttably presumptive evidence thereof absent manifest error.

Alternate Rate of Interest. (a) In the event, and on each occasion, that on the day two Business Days occasion prior to the commencement of any Interest Period for a Eurodollar Borrowing any LIBO Rate Loans, (i) the Required Banks shall have notified the Agent that they have determined, or the Agent or Fleet shall have determined determined, that dollar Dollar deposits in an amount comparable to the principal amounts amount of such LIBO Rate Loan and having a scheduled maturity comparable to the Eurodollar Loans comprising such Borrowing Interest Period set forth in the related Loan Request are not generally available in the London interbank market, market or that (ii) the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank of making Agent or maintaining its Eurodollar Loan during such Interest Period, or Fleet shall determine that reasonable means do not exist for ascertaining the LIBO Base Rate, the Agent shallAgent, as soon as practicable thereafter, shall give written or telecopy oral notice of such determination to the Borrower and the BanksBorrower, promptly confirmed in writing (which may be by teletransmission). In the event of any such determination, determination and until the Agent shall have advised notifies the Borrower (and provides a copy of this notice to the Banks Banks) that the circumstances giving rise to such notice no longer exist, (i) any request by no Revolving Credit Loans or Term Loans will be made as LIBO Rate Loans and no Revolving Credit Loans or Term Loans will be converted to or continued as LIBO Rate Loans, but shall convert to Prime Rate Loans at the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be end of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowingapplicable Interest Period, if any, therefor. Each determination by a Bank, or the Agent or Fleet, as the case may be, hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank Lender of making or maintaining its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrower and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing (unless the Borrower shall have withdrawn its request for such Eurodollar Borrowing not later than 10:00 A.M. on the day of the proposed Borrowing) and (ii) any request by the Borrower for a Conversion to Eurodollar Loans pursuant to Section 2.05 shall be deemed to be a request for a Conversion to ABR Loans (unless the Borrower shall have withdrawn its request for such Conversion not later than 10:00 A.M. on the day of the proposed Conversion). Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, event and on each occasion, occasion that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank Lender of making or maintaining its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrower and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 or 2.11 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank of making or maintaining its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination (setting forth the bases therefor in reasonable detail) to the Borrower and the Banks. In the event of any such determination, any request by the Borrower for a Eurodollar Borrowing pursuant to Section 2.03 or 2.10 shall, until the Agent shall have advised the Borrower and the Banks that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowinga Base Rate Borrowing or a Fixed Rate Borrowing as the Borrower may elect following receipt of notice from the Agent that a Eurodollar Borrowing is not available. Each determination by the Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. (a) In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing (i) the Administrative Agent shall have determined that dollar Dollar deposits in the principal amounts of the Eurodollar Term Loans comprising such Borrowing are not generally available in the London interbank market, or (ii) the Administrative Agent is advised by the Required Lenders that the rates at which such dollar Dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank the majority of Lenders of making or maintaining its Eurodollar Loan Term Loans during such Interest Period, or (iii) the Administrative Agent determines that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO RateRate for such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy fax notice of such determination to the US Borrower and the BanksTranche B-1 Lenders. In the event of any such determination, until the Administrative Agent shall have advised the US Borrower and the Banks Tranche B-1 Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the US Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank at least 20% of the Lenders of making or maintaining its their Eurodollar Loan Loans during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrower and the BanksLenders. In the event of any such determination, any request by the Borrower for a Eurodollar Borrowing pursuant to Section 2.03 or 2.10 shall, until the Administrative Agent shall have advised the Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, exist (i) any request by which the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 Administrative Agent shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant required promptly to Section 2.04 shall do upon such circumstances ceasing to exist), be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank Lender of making or maintaining its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, the Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrower and the BanksLenders. In the event of any such determination, until the Agent shall have advised the Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing. Each determination by the Agent hereunder shall be conclusive absent manifest error.an

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing (a) the Collateral Agent shall have determined that dollar deposits adequate and reasonable means do not exist for determining the Adjusted LIBO Rate for such Interest Period or (b) the Collateral Agent is advised by the Required Lenders in the principal amounts respect of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or Facility that the rates at which Adjusted LIBO Rate for such dollar deposits are being offered Interest Period will not adequately and fairly reflect the cost to any Bank such Lenders of making or maintaining its Eurodollar Loan during their Loans included in such Borrowing for such Interest Period, or that reasonable means do not exist for ascertaining the LIBO Rate, the Collateral Agent shall, as soon as practicable thereafter, give written or telecopy fax notice of such determination to the Borrower Borrowers and the BanksLenders. In the event of any such determination, until the Collateral Agent shall have advised the Borrower Borrowers and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Administrative Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 or 2.10 shall be deemed to be a request for an ABR BorrowingBorrowing and (ii) any Interest Period election that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective. Each determination by the Collateral Agent hereunder under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing Loan, the U.S. Agent (in the case of a U.S. Loan) or the Canadian Agent (in the case of a Canadian Loan) shall have determined that dollar U.S. Dollar deposits in the principal amounts amount of the principal amount of such Eurodollar Loans comprising such Borrowing Loan are not generally available in the London interbank marketInterbank Market, or that the rates rate at which such dollar U.S. Dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank the applicable Banks of making or maintaining its the principal amount of such Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the LIBO Rate, the then such Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the relevant Borrower and the relevant Banks. In the event of any such determination, until any request by a Borrower for the making or refinancing of a Eurodollar Loan pursuant to Section 2.03 or 2.04 shall be deemed to be a request for an Alternate Base Loan; provided, however, that the relevant Borrower may, by telephonic notice (confirmed in writing) given to the relevant Agent not later than one hour following its receipt of such notice from such Agent, elect to cancel its request for such Loan, notwithstanding anything to the contrary in Section 2.03 or 2.04. After such notice shall have advised the Borrower been given by an Agent and the Banks that until the circumstances giving rise to such notice no longer exist, (i) any each request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 Loan shall be deemed to be a request for an ABR BorrowingAlternate Base Loan. Each determination by the an Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. (a) In the event, and on --------------------------- each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank Lender of making or maintaining main taining its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the LIBO Rate, the Agent shall, as soon promptly as practicable thereafterpracticable, give written or telecopy notice of such determination to the Borrower and the BanksLenders. In the event of any such determination, until the Agent shall have advised the Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing. Each determination by the Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. (a) In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing or a Competitive Bid LIBOR Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank of making or maintaining its Eurodollar Standby Loan or Competitive Bid LIBOR Loan, as applicable, during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy telex notice of such determination to the Borrower Company and the Banks. In the event of any such determination, until the Administrative Agent shall have advised the Borrower Company and the Banks that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower Company for a Eurodollar Standby Borrowing pursuant to Section 2.04 2.03 and any request for a Competitive Bid LIBOR Borrowing pursuant to Section 2.04. shall be deemed to be a request for an ABR BorrowingBorrowing in the case of Eurodollar Standby Borrowings or Competitive Absolute Rate Loans in the case of Competitive Bid LIBOR Loans. Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined in good faith that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank the Required Lenders of making or maintaining its their Eurodollar Loan Loans during such Interest Period, or that reasonable means do not exist for ascertaining the LIBO Eurodollar Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrower and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 2.02 shall be of no force and effect and shall deemed to be denied by the Agent a request for a Base Rate Borrowing and (ii) any request by the Borrower for a conversion to, or a continuation of, a Eurodollar Standby Borrowing pursuant to Section 2.04 2.03 shall be deemed to be a request for an ABR for, respectively, a continuation as, or a conversion to, a Base Rate Borrowing. Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar Dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar Dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank the Lenders holding more than 50% in principal amount 44 of the Loans which are to be included in such Eurodollar Borrowing of making or maintaining its such Eurodollar Loan Loans during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy fax notice of such determination to the Borrower and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section ‎Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 or ‎Section 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent hereunder under this ‎Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have reasonably determined that dollar quotations for interest rates for the relevant deposits referred to in the principal definition of "LIBOR Rate" are not being provided in the relevant amounts or for the relevant maturities for purposes of the determining rates of interest for Eurodollar Loans comprising such Borrowing are not generally available in the London interbank marketas provided herein, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank Lender of making or maintaining its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the LIBO Adjusted LIBOR Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrower and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London relevant interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank Lender of making or maintaining its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written written, fax or telecopy electronic mail notice of such determination to the Borrower Borrowers and the BanksLenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower Borrowers and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (ia) any request by the any Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall deemed to be denied by the Agent a request for an ABR Borrowing and (iib) any request by the any Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent hereunder under this Section 2.08 shall be conclusive absent manifest error.

Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Bank Lenders having outstanding Loans and unused Commitments representing at least 20% of the aggregate outstanding Loans and unused Commitments in respect of the affected Credit Facility of making or maintaining its their Eurodollar Loan Loans during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the each Borrower and the BanksLenders. In the event of any such determination, any request by either Borrower for a Eurodollar Borrowing pursuant to Section 2.03 or 2.10 shall, until the Administrative Agent ------------ ---- shall have advised the Borrower Borrowers and the Banks Lenders that the circumstances giving rise to such notice no longer exist, (i) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force and effect and shall be denied by the Agent and (ii) any request by the Borrower for a Eurodollar Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.