Common use of Alternate Rate of Interest Clause in Contracts

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable thereto, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in Dollars, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. (a) If prior to the commencement of any Interest Period for a Eurocurrency LIBO Rate Borrowing: (ai) the Administrative Agent reasonably determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted Published LIBO Rate or the LIBO Rate, as applicableapplicable (including because the Published LIBO Rate is not available or published on a current basis), for such Interest Period; or (bii) the Administrative Agent is advised by the Required Lenders reasonably determine (and have so advised the Administrative Agent) that the Adjusted Published LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall promptly give notice thereof to the Borrower and the Lenders by telephone or telecopy electronic mail as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, which the Administrative Agent agrees promptly to do, (iA) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing of LIBO Rate Loans shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable thereto, and (iiB) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in Dollarsof LIBO Rate Loans, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective)Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the applicable Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the applicable Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable thereto, (ii) any Eurocurrency Borrowing by a Foreign Subsidiary Borrower that is requested to be continued shall be repaid on the last day of the then current Interest Period applicable thereto and (iiiii) if any Borrowing Request by the Company requests a Eurocurrency Revolving Borrowing in Dollars, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing by a Foreign Subsidiary Borrower or denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO LIBOR Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, by the Lender that is required to make such Loan) that the Adjusted LIBO LIBOR Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Company and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Committed Borrowing to, or continuation of any Revolving Committed Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in DollarsEurodollar Committed Borrowing, such Borrowing shall be made as an ABR Borrowing and (and if iii) any request by the Company for a Eurodollar Competitive Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that (A) if the circumstances giving rise to such notice do not affect all the Lenders, then requests by the Company for Eurodollar Competitive Borrowings may be made to Lenders 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.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by a Majority in Interest of the Required Lenders of any Class that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; : then the Administrative Agent shall give notice thereof to the Applicable Borrower and the applicable Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Applicable Borrower and the applicable Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable thereto, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in Dollars, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective)Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest clearly demonstrable error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy facsimile transmission as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in DollarsEurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing (and Borrowing. Notwithstanding the foregoing, if any the Borrower shall have submitted a Borrowing Request requests with respect to a Eurocurrency Revolving Eurodollar Borrowing denominated and the Administrative Agent shall have notified the Borrower in a Foreign Currency, accordance with the preceding sentence that such Borrowing will be made as an ABR Borrowing, the Borrower shall have the right, prior to the time by which it would have had to submit a Borrowing Request shall for an ABR Borrowing to be ineffective); provided that if made on the circumstances giving rise same date, to withdraw such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permittedBorrowing Request.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing or CDOR Rate Borrowing: (a) the Applicable Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining (including, without limitation, by means of an Interpolated Rate) the Adjusted LIBO Rate, the LIBO Rate or the LIBO CDOR Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate, the LIBO Rate or the LIBO CDOR Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Representative and the Lenders by telephone or telecopy facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing or CDOR Rate Borrowing, as applicable, shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Eurodollar Borrowing in Dollarsor CDOR Rate Borrowing, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currencyor Canadian Prime Rate Borrowing, such Borrowing Request shall be ineffective); provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permittedas applicable.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent reasonably determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy in writing as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer existexist (which it shall do promptly upon becoming aware thereof, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing in DollarsBorrowing, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign CurrencyBorrowing, such Borrowing Request shall be ineffective); provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted. Upon receipt of any such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Loans or, failing that, will be deemed to have converted such request into a request for an ABR Borrowing in the amount specified therein.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Eurodollar Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Eurodollar Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the applicable Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, in the case of Eurodollar Borrowings, until the Administrative Agent notifies the applicable Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable thereto, and (ii) if any Notice of Borrowing Request requests a Eurocurrency Revolving Eurodollar Borrowing, (A) in the case of a Eurodollar Borrowing in Dollarsmade to the US Borrower, such Borrowing shall be made as an ABR a Base Rate Borrowing, (B) in the case of a Eurodollar Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currencymade to the Canadian Borrower, such Borrowing Request shall be ineffective); provided that if made as a Canadian Base Rate Borrowing and (C) in the circumstances giving rise case of a Eurodollar Borrowing made to the UK Borrower, such notice affect only one Type Borrowing shall bear interest at such rate as the Lenders and the UK Borrower may agree adequately reflects the costs to the Lenders of Borrowingsmaking or maintaining their Loans (or, then in the other Type absence of Borrowings such agreement, shall be permittedrepaid as of the last day of the current Interest Period applicable thereto).

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining for such Interest Period the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that for such Interest Period the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall referred to in such Interest Election Request shall, unless repaid by the Borrower, be repaid on converted to (as of the last day of the then current Interest Period applicable theretoPeriod), or maintained as, an ABR Borrowing, as the case may be (to the extent, in the Administrative Agent's reasonable determination, it is practicable to do so), and (ii) if any the Borrowing Request requests a Eurocurrency Revolving Borrowing in DollarsEurodollar Borrowing, such Borrowing shall shall, unless otherwise rescinded by the Borrower, be made as an ABR Borrowing Loan (to the extent, in the Administrative Agent's reasonable determination, it is practicable to do so), and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that if the circumstances giving rise to such notice affect only one Type fewer than all Types of Borrowings, then the other Type Types of Borrowings shall be permitted.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency BorrowingBorrowing denominated in any currency: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders or the Majority Lenders under the Revolving Facility that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid converted to or continued as on the last day of the then current Interest Period applicable thereto, thereto an ABR Borrowing and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in DollarsBorrowing, such Borrowing shall be made as an ABR Borrowing (and or, if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currencyrequested by the Borrower, such Borrowing Request shall be ineffective); provided that if made as a Borrowing bearing interest at such rate as the circumstances giving rise Majority Lenders under the Revolving Facility shall agree adequately reflects the costs to the Revolving Facility Lenders of making the Loans comprising such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permittedBorrowing.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that (i) the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest PeriodPeriod and (ii) such fact is generally applicable to its loans of this type to similar borrowers, as evidenced by a certification from such Lenders; then the Administrative Agent shall give notice thereof to the Lead Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Lead Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing in DollarsBorrowing, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective)Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, the Lender that the Adjusted LIBO Rate or is required to make such Loan) that the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing in DollarsBorrowing, such Borrowing shall be made as an ABR Borrowing, and (iii) any request by the Borrower for a Eurodollar Competitive Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that (A) if the circumstances giving rise to such notice do not affect all the Lenders, then requests by the Borrower for Eurodollar Competitive Borrowings may be made to Lenders 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.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent Lender determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or; (b) the Administrative Agent is advised by the Required Lenders Lender determines that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period Period, will not adequately and fairly reflect the cost to such Lenders (or Lender) Lender of making or maintaining their the Loans (or its Loan) included in such Borrowing for such Interest Period; or (c) Lender determines that any Change in Law has made it unlawful to make, maintain or fund Eurodollar Rate Loans; or loans as to which the applicable interest rate is determined by reference to the LIBO Rate; then the Administrative Agent Lender shall give notice thereof to the Borrower and the Lenders by telephone or telecopy facsimile as promptly as practicable thereafter and, until the Administrative Agent Lender notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in DollarsEurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective)CBFR Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of BorrowingsBorrowing, then the other Type of Borrowings Borrowing shall be permitted, and (iii) in the case of paragraph (c) of this Section, each Eurodollar Rate Loan shall immediately convert to a CBFR Loan (without reference to the proviso at the end of the first sentence of the definition of CB Floating Rate).

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing in Dollars as, a Eurocurrency Borrowing shall be ineffective and any such Eurocurrency Borrowing the Loans shall be repaid on the last day of the then current Interest Period applicable thereto, converted to an ABR Borrowing and (ii) if any Borrowing Request borrowing request requests a Eurocurrency Revolving Borrowing Borrowing, such Borrowing, if denominated in Dollars, such Borrowing shall be made as an ABR Borrowing (Borrowing, and if any Borrowing Request such borrowing request requests a Eurocurrency Revolving Borrowing denominated in an Alternative Currency or if any Interest Election Request requests the continuation of a Foreign Eurocurrency Borrowing in an Alternate Currency, such Borrowing Request or continuation shall be ineffective)made or continued as a Borrowing bearing interest at an interest rate reasonably determined by the Administrative Agent, after consultation with the Borrower and the applicable Lenders, to compensate the applicable Lenders for such Borrowing in such currency for the applicable period plus the Applicable Rate; provided that if the circumstances giving rise to such notice affect only Borrowings in one Type of Borrowingscurrency, then Borrowings in other currencies will not be affected by the other Type provisions of Borrowings shall be permittedthis Section.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest PeriodPeriod for the applicable currency; or (b) the Administrative Agent is advised by the Required Majority Lenders of any Class that the Adjusted LIBO Rate or the LIBO Rate, as applicable, applicable for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Representative and the applicable Lenders by telephone or telecopy electronic means as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Representative and the applicable Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests (or any deemed request for) the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing in the affected currency shall be ineffective and any such Eurocurrency Borrowing shall be repaid converted to or continued as on the last day of the then current Interest Period applicable theretothereto an ABR Borrowing denominated in Dollars, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in Dollarsthe affected currency, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign CurrencyDollars; provided, such Borrowing Request shall be ineffective); provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive presumed correct absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, the Lender that is required to make such Loan) that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Company and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective ineffective, and any such Eurocurrency Eurodollar Borrowing so requested to be continued shall be repaid on the last day of the then current Interest Period applicable theretoconverted to an ABR Borrowing, and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing in DollarsBorrowing, such Borrowing shall be made as an ABR Borrowing and (and if iii) any request by any Borrower for a Eurodollar Competitive Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that if the circumstances giving rise to such notice do not affect all the Lenders, then requests for Eurodollar Competitive Borrowings may be made to Lenders that are not affected thereby and, if the circumstances giving rise to such notice only affect one Type of BorrowingsBorrowing, then the other Type of Borrowings shall not be permittedaffected.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by a Majority in Interest of the Required Lenders of any Class that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the applicable Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable thereto, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in Dollars, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, the Lender that is required to make such Loan) that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Company and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing in DollarsBorrowing, such Borrowing shall be made as an ABR Borrowing and (and if iii) any request by a Borrower for a Eurodollar Competitive Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that (A) if the circumstances giving rise to such notice do not affect all the Lenders, then requests by a Borrower for Eurodollar Competitive Borrowings may be made to Lenders 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.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the applicable Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the applicable Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable thereto, (ii) any Eurocurrency Borrowing by a Foreign Subsidiary Borrower that is requested to be continued shall be repaid on the last day of the then current Interest Period applicable thereto and (iiiii) if any Borrowing Request by the Company or a Domestic Subsidiary Borrower requests a Eurocurrency Revolving Borrowing in Dollars, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing by a Foreign Subsidiary Borrower or denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the Administrative Agent reasonably determines (which determination shall be conclusive absent manifest error) that by reason of circumstances affecting the relevant market adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Parent Borrower (on its own behalf or on behalf of any other Borrower) and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Parent Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in Dollarsdollars, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective)Borrowing; provided that (A) if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted and (B) if the circumstances giving rise to such notice affect only one currency, then Borrowings in other permitted currencies shall be permitted. The Administrative Agent agrees to give prompt notice to the Parent Borrower when the circumstances that gave rise to a notice under this Section 2.12 no longer exist.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining for such Interest Period the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that for such Interest Period the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall referred to in such Interest Election Request shall, unless repaid by the Borrower, be repaid on converted to (as of the last day of the then current Interest Period applicable theretoPeriod), or maintained as, an ABR Borrowing, as the case may be (to the extent, in the Administrative Agent’s reasonable determination, it is practicable to do so), and (ii) if any the Borrowing Request requests a Eurocurrency Revolving Borrowing in DollarsEurodollar Borrowing, such Borrowing shall shall, unless otherwise rescinded by the Borrower, be made as an ABR Borrowing Loan (to the extent, in the Administrative Agent’s reasonable determination, it is practicable to do so), and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that if the circumstances giving rise to such notice affect only one Type fewer than all Types of Borrowings, then the other Type Types of Borrowings shall be permitted.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Revolving Loans (or its Revolving Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Eurodollar Borrowing shall be repaid on the last day of the then current Interest Period applicable thereto, thereto and (ii) if any Borrowing Request by the Borrower requests a Eurocurrency Revolving Borrowing in DollarsEurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective)Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing:Eurodollar Borrowing or the advance of an Index Rate Swingline Loan (as applicable): (a) the Administrative Agent reasonably determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest PeriodPeriod or LIBOR Market Interest Rate; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) (if and as applicable) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) (if and as applicable) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing in DollarsBorrowing, such Borrowing shall be made as an ABR Borrowing and (iii) (if and as applicable) if any Borrowing Swingline Loan Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currencyan Index Rate Swingline Loan, such Borrowing Request Swingline Loan shall be ineffective)made as an ABR Swingline Loan; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If (a) Subject to clauses (b), (c), (d), (e), (f) and (g) and Section 2.14, if prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicableapplicable (including, without limitation, because the LIBO Screen Rate is not available or published on a current basis), for such Interest Period; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable thereto, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in DollarsEurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective)Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (c) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that, this clause (c) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its discretion in consultation with the Borrower. (d) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right, in consultation with the Borrower, to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (e) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.15, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.15. (f) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBO Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor (g) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Eurodollar Borrowing of, conversion to or continuation of Eurodollar Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO LIBOR Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, by the Lender that is required to make such Loan) that the Adjusted LIBO LIBOR Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Company and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing in DollarsBorrowing, such Borrowing shall be made as an ABR Borrowing and (and if iii) any request by the Company for a Eurodollar Competitive Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that (A) if the circumstances giving rise to such notice do not affect all the Lenders, then requests by the Company for Eurodollar Competitive Borrowings may be made to Lenders 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.

Alternate Rate of Interest. If Anything herein to the contrary notwithstanding, if, on or prior to the commencement determination of the LIBOR Interest Rate for any Interest Period for a Eurocurrency BorrowingPeriod: (a1) the Administrative Agent reasonably determines (which determination shall be conclusive conclusive, absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO LIBOR Interest Rate or the LIBO Rate, as applicable, for such Interest Period; or (b2) the Administrative Agent is advised by the Required Lenders reasonably determines (which determination shall be conclusive) that the Adjusted LIBO relevant rates of interest referred to in the definition of “LIBOR Interest Rate” upon the basis of which the rate of interest for LIBOR Loans or Bid Rate or the LIBO Rate, as applicable, Loans for such Interest Period will is to be determined do not adequately and fairly reflect cover the cost to such Lenders (or Lender) any Bank of making or maintaining their Loans (such LIBOR Loan or its Loan) included in such Borrowing Bid Rate Loan for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy Banks as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders Banks that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request notice by the Borrower of Election, Conversion or Continuation that requests the conversion Conversion of any Revolving Borrowing Loan to, or continuation Continuation of any Revolving Borrowing Loan as, a Eurocurrency Borrowing LIBOR Loan shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request the Borrower requests a Eurocurrency Revolving Borrowing in DollarsRatable Loan, such Borrowing Loan shall be made or Continued as an ABR Borrowing a Base Rate Loan and (and if iii) any Borrowing Request requests request by the Borrower for a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request Bid Rate Loan shall be ineffective); provided that if the circumstances giving rise to such notice do not affect only one Type of Borrowingsall the Banks, then requests by the other Type of Borrowings shall Borrower for Bid Rate Loans may be permittedmade to Banks that are not affected thereby.

Alternate Rate of Interest. If prior the Required Lenders determine that for any reason a market for Bankers’ Acceptances does not exist at any time or the Lenders cannot for other reasons, after reasonable efforts, readily sell Bankers’ Acceptances or perform their other obligations under this Agreement with respect to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) Bankers’ Acceptances, the Administrative Agent determines (which determination will promptly so notify the Borrower and each Lender. Thereafter, the Borrower’s right to request the acceptance of Bankers’ Acceptances shall be conclusive absent manifest error) and remain suspended until the Required Lenders determine and the Administrative Agent notifies the Borrower and each Lender that the condition causing such determination no longer exists. If the Required Lenders determine that for any reason adequate and reasonable means do not exist for ascertaining determining the Adjusted LIBO Rate for any requested Interest Period with respect to a proposed Eurodollar Loan, or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such any requested Interest Period will with respect to a proposed Eurodollar Loan does not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its funding such Loan) included in such Borrowing for such Interest Period; then , the Administrative Agent shall give notice thereof to will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders by telephone to make or telecopy as promptly as practicable thereafter and, maintain Eurodollar Loans shall be suspended until the Administrative Agent notifies (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower and the Lenders that the circumstances giving rise to such notice no longer existmay revoke any pending request for a borrowing, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing asEurodollar Loans or, failing that, will be deemed to have converted such request into a Eurocurrency Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on request for a borrowing of ABR Loans in the last day of the then current Interest Period applicable thereto, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in Dollars, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permittedamount specified therein.

Alternate Rate of Interest. If (a) Subject to clauses (b), (c), (d), (e), (f) and (g) and Section 2.14, if prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicableapplicable (including, without limitation, because the LIBO Screen Rate is not available or published on a current basis), for such Interest Period; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable thereto, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in DollarsEurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective)Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted. (b) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Contract shall be deemed not to be a “Loan Document” for purposes of this Section 2.15) , if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (c) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that, this clause (c) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its discretion in consultation with the Borrower. (d) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right, in consultation with the Borrower, to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (e) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.15, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.15. (f) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBO Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (g) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Eurodollar Borrowing of, conversion to or continuation of Eurodollar Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency LIBOR Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders (or, in the case of a LIBOR Competitive Loan, the Lender that the Adjusted LIBO Rate or is required to make such Loan) that the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency LIBOR Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request requests a Eurocurrency LIBOR Revolving Borrowing in DollarsBorrowing, such Borrowing shall be made as an ABR Borrowing and (and if iii) any request by the Borrower for a LIBOR Competitive Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that (A) if the circumstances giving rise to such notice do not affect all the Lenders, then requests by the Borrower for LIBOR Competitive Borrowings may be made to Lenders 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.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent reasonably determines (which determination shall be conclusive presumed correct absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Eurodollar Borrowing for such Interest Period; then the Administrative Agent shall give written notice (by facsimile transmission or electronic transmission (in .pdf format)) thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving ABR Borrowing to, or continuation of any Revolving Eurodollar Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and ineffective, and, in the case of any request for the continuation of a Eurodollar Borrowing, such Eurocurrency Eurodollar Borrowing shall be repaid on the last day of the then current Interest Period applicable theretothereto be converted to an ABR Borrowing, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in DollarsEurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that if an amount equal to the circumstances giving rise to such notice affect only one Type amount of Borrowings, then the other Type of Borrowings shall be permittedrequested Eurodollar Borrowing.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest demonstrable error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing in DollarsBorrowing, such Borrowing shall be made as an ABR Borrowing and (and if iii) any request by Borrower for a Eurodollar Competitive Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that (A) if the circumstances giving rise to such notice do not affect all the Lenders, then requests by Borrower for Eurodollar Competitive Borrowings may be made to Lenders 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.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest clearly demonstrable error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Revolving Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy facsimile transmission as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in DollarsEurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing (and Borrowing. Notwithstanding the foregoing, if any the Borrower shall have submitted a Borrowing Request requests with respect to a Eurocurrency Revolving Eurodollar Borrowing denominated and the Administrative Agent shall have notified the Borrower in a Foreign Currency, accordance with the preceding sentence that such Borrowing will be made as an ABR Borrowing, the Borrower shall have the right, prior to the time by which it would have had to submit a Borrowing Request shall for an ABR Borrowing to be ineffective); provided that if made on the circumstances giving rise same date, to withdraw such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permittedBorrowing Request.

Alternate Rate of Interest. If prior to the commencement of any the Interest Period for a Eurocurrency any LIBOR Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or the continuation of any Revolving Borrowing as, a Eurocurrency LIBOR Borrowing shall be ineffective and any such Eurocurrency Borrowing (unless prepaid) shall be repaid on the last day of the then current Interest Period applicable theretocontinued as, or converted to, an ABR Borrowing and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in DollarsLIBOR Borrowing, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective)Borrowing; provided that the provisions of this Section shall not apply to any determination of the Adjusted LIBO Rate or the LIBO Rate (as the case may be) for the Interest Period for any LIBOR Borrowing if the circumstances giving rise to such notice affect only one Type applicable LIBO Rate is available on the Screen as contemplated by the first sentence of Borrowings, then the other Type definition of Borrowings shall be permitted“LIBO Rate”.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy or electronic transmission as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer existexist (and the Administrative Agent shall use commercially reasonable efforts to provide such notice promptly following such circumstances no longer existing as determined by the Administrative Agent in its sole discretion (or, in the case of clause (b) above, promptly following the Administrative Agent being advised thereof by the Required Lenders)), (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Eurodollar Borrowing shall be repaid on the last day of the then current Interest Period applicable thereto, thereto and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in DollarsEurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permittedBorrowing.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive presumed correct absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised notified by the Required Lenders (or, in the case of a Eurocurrency Competitive Loan, the Lender that is required to make such Loan) that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in DollarsBorrowing, such Borrowing shall be made as an ABR Borrowing and (and if iii) any Borrowing Request requests request by the Borrower for a Eurocurrency Revolving Competitive Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that if the circumstances giving rise to such notice do not affect all the Lenders, then requests for Eurocurrency Competitive Borrowings may be made to Lenders that are not affected thereby and, if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining for such Interest Period the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that for such Interest Period the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall referred to in such Interest Election Request shall, unless repaid by the Borrower, be repaid on converted to (as of the last day of the then current Interest Period applicable theretoPeriod), or maintained as, an ABR Borrowing, as the case may be (to the extent, in the Administrative Agent’s reasonable determination, it is practicable to do so), and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in DollarsEurodollar Borrowing, such Borrowing shall shall, unless otherwise rescinded by the Borrower, be made as an ABR Borrowing Loan (to the extent, in the Administrative Agent’s reasonable determination, it is practicable to do so), and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that if the circumstances giving rise to such notice affect only one Type fewer than all Types of Borrowings, then the other Type Types of Borrowings shall be permitted.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency LIBOR Rate Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO LIBOR Rate or the LIBO LIBOR Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders or, in the case of any Incremental Term Loans, the Required Incremental Term Loan Lenders, that the Adjusted LIBO LIBOR Rate or the LIBO LIBOR Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall promptly give notice thereof to the Borrower Agent and the Lenders by telephone or telecopy facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Agent and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency LIBOR Rate Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid converted to an ABR Borrowing on the last day of the then current Interest Period applicable theretothereof, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in DollarsLIBOR Rate Borrowing, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permittedBorrowing.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing or a Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or; (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; or (c) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that it would be illegal to conduct a Eurodollar Borrowing or Eurocurrency Borrowing at the time in question; then the Administrative Agent shall give notice thereof to the Borrower Borrowers and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar Borrowing or a Eurocurrency Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request requests a Eurodollar Revolving Borrowing or a Eurocurrency Revolving Borrowing in DollarsBorrowing, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective)Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (ai) the Global Administrative Agent determines (which determination shall be conclusive absent manifest demonstrable error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (bii) the Global Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Global Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Global Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing in DollarsBorrowing, such Borrowing shall be made as an ABR Borrowing and (and if iii) any request by Borrower for a Eurodollar Competitive Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that (A) if the circumstances giving rise to such notice do not affect all the Lenders, then requests by Borrower for Eurodollar Competitive Borrowings may be made to Lenders 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.

Alternate Rate of Interest. If prior to the -------------------------- commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, the Lender that is required to make such Loan) that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Borrowers and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing in DollarsBorrowing, such Borrowing shall be made as an ABR Borrowing and (and if iii) any request by the Borrowers for a Eurodollar Competitive Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that (A) if the circumstances giving rise to such notice -------- do not affect all the Lenders, then requests by the Borrowers for Eurodollar Competitive Borrowings may be made to Lenders 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.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone telephone, electronic communication in accordance with the terms of Section 9.01(b) or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable thereto, and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing in DollarsBorrowing, such Borrowing shall be made as an ABR Borrowing (and if any unless a Eurodollar Borrowing Request requests is available for a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request different Interest Period permitted hereunder which shall be ineffective)specified to the Borrower; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, the Lender that is required to make such Loan) that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing in DollarsBorrowing, such Borrowing shall be made as an ABR Borrowing and (and if iii) any request by the Borrower for a Eurodollar Competitive Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that (A) if the circumstances giving rise to such notice do not affect all the Lenders, then requests by the Borrower for Eurodollar Competitive Borrowings may be made to Lenders 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.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Eurodollar Borrowing shall be repaid converted to an ABR Borrowing on the last day of the then current Interest Period applicable thereto, thereto and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing in DollarsBorrowing, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign CurrencyBorrowing, such Borrowing Request shall be ineffective); provided that if the circumstances giving rise to upon receipt of such notice affect only one Type of Borrowingsfrom the Administrative Agent, then the other Type of Borrowings shall be permittedBorrower may revoke any pending request for such Eurodollar Revolving Borrowing.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy Electronic Communication as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable thereto, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in Dollars, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by a Majority in Interest of the Required Lenders of any Class that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; : then the Administrative Agent shall give notice thereof to the applicable Borrower and the applicable Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the such Borrower and the applicable Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable thereto, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in Dollars, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); ) provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest PeriodPeriod (including without limitation by means of an Interpolated Screen Rate); or (b) the Administrative Agent is advised by the Required Majority Facility Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Parent Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Parent Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable thereto, and (ii) (A) if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in Dollarsdollars, such Borrowing shall be made as an ABR Borrowing and (and if any Borrowing Request requests a B) no new Eurocurrency Revolving Borrowing Borrowings denominated in a Foreign Currencyeuro, such Borrowing Request Sterling or Yen shall be ineffective)permitted; provided that if the circumstances giving rise to such notice affect only one Type continuations of BorrowingsEurocurrency Borrowings denominated in euro, then the other Type of Borrowings Sterling or Yen shall be permittedpermitted using an Adjusted LIBO Rate or LIBO Rate, as applicable, reasonably determined by the Administrative Agent.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining for such Interest Period the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders holding a majority of the Commitments that for such Interest Period the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall referred to in such Interest Election Request shall, unless repaid by the Borrower, be repaid on converted to (as of the last day of the then current Interest Period applicable theretoPeriod), or maintained as, an ABR Borrowing as the case may be (to the extent, in the Administrative Agent’s reasonable determination, it is practicable to do so), and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in DollarsEurodollar Borrowing, such Borrowing shall shall, unless otherwise rescinded by the Borrower, be made as an ABR Borrowing Loan (to the extent, in the Administrative Agent’s reasonable determination, it is practicable to do so), and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that if the circumstances giving rise to such notice affect only one Type fewer than all Types of Borrowings, then the other Type Types of Borrowings shall be permitted.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing or a EURIBOR Borrowing: (a) the Administrative Applicable Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Adjusted EURIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Applicable Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO EURIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Applicable Agent shall give notice thereof to the applicable Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Applicable Agent notifies the applicable Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing or a EURIBOR Borrowing, as the case may be, shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in US Dollars, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective)Borrowing; provided that if the circumstances giving rise to such notice affect only one Type less than all Types of Borrowings, then the other Type Types of Borrowings shall be permitted.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency LIBOR Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest demonstrable error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by a majority in interest of the Required Lenders participating in such Borrowing that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone (confirmed in writing promptly thereafter) or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency LIBOR Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable thereto, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in DollarsLIBOR Borrowing, such Borrowing shall be made as an ABR Borrowing (and Borrowing. It is understood that if any Borrowing Request requests Lucent or an Affiliate of Lucent is a Eurocurrency Revolving Borrowing denominated Lender participating in a Foreign CurrencyBorrowing, then such Lender and its Loans included in such Borrowing Request shall be ineffective); provided disregarded for purposes of clause (b) above except to the extent that if the circumstances giving rise to participations or other interests in such notice affect only one Type of Borrowings, then the Lender's Loans are beneficially owned by other Type of Borrowings shall be permittedinvestors.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the Administrative Agent reasonably determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders in their reasonable determination that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable thereto, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in Dollars, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency LIBOR Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders (or, in the case of a LIBOR Competitive Loan, the Lender that the Adjusted LIBO Rate or is required to make such Loan) that the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing or Term Borrowing to, or continuation of any Revolving Borrowing or Term Borrowing as, a Eurocurrency LIBOR Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in DollarsLIBOR Borrowing, such Borrowing shall be made as an ABR Borrowing and (and if iii) any request by the Borrower for a LIBOR Competitive Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that (A) if the circumstances giving rise to such notice do not affect all the Lenders, then requests by the Borrower for LIBOR Competitive Borrowings may be made to Lenders 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.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Majority Lenders (or, in the case of a Eurodollar Competitive Loan, the Lender that is required to make such Loan) that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing in DollarsBorrowing, such Borrowing shall be made as an ABR Borrowing and (and if iii) any request by the Borrower for a Eurodollar Competitive Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that (A) if the circumstances giving rise to such notice do not affect all the Lenders, then requests by the Borrower for Eurodollar Competitive Borrowings may be made to Lenders 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 Types of Borrowings shall be permitted.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a EURIBOR Borrowing, Eurocurrency Borrowing or BA Rate Borrowing: (a) the Administrative Funding Agent determines (which determination shall be final and conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO EURIBOR Rate, Adjusted LIBOR Rate or the LIBO Rate, as applicable, BA Rate for such Interest PeriodPeriod or that any Alternate Currency is not available to the Lenders in sufficient amounts to fund any Borrowing consisting of Alternate Currency Revolving Loans; or (b) the Administrative Funding Agent is advised in writing by the Required Lenders that the Adjusted LIBO EURIBOR Rate, the Adjusted LIBOR Rate or the LIBO Rate, as applicable, BA Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Funding Agent shall give written notice thereof to the Administrative Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Funding Agent notifies the Administrative Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a EURIBOR Borrowing, Eurocurrency Borrowing or BA Rate Borrowing, as applicable, shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable thereto, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in Dollars or a BA Rate Borrowing in Canadian Dollars, such Borrowing shall be made as an ABR Borrowing or a Canadian Base Rate Borrowing, as the case may be, and Borrowing Requests for any affected Alternate Currency Revolving Loans (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated other than Loans in a Foreign Currency, such Borrowing Request Canadian Dollars) or European Swingline Loans shall not be ineffective); provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permittedeffective.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by a Majority in Interest of the Required Lenders of any Class that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; : then the Administrative Agent shall give notice thereof to the Applicable Borrower and the applicable Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Applicable Borrower and the applicable Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable thereto, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in Dollars, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be ineffective ineffective, and any such Eurocurrency Borrowing shall be repaid converted to or continued on the last day of the then current Interest Period applicable theretothereto as an ABR Borrowing, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in DollarsBorrowing, such Borrowing shall be made as an ABR Borrowing and (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated iii) with respect to the circumstances described in a Foreign Currencyclause (a) above only, such Borrowing Request the utilization of the Adjusted LIBO Rate component in determining the Alternative Base Rate shall be ineffective)suspended; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If prior to the commencement of any LIBOR Interest Period for a Eurocurrency LIBOR Borrowing: , the Lender determines that (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO LIBOR Rate or the LIBO Rate, as applicable, for such LIBOR Interest Period; or , (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO LIBOR Rate or the LIBO Rate, as applicable, for such LIBOR Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) the Lender of making or maintaining their Loans LIBOR Borrowings, or (iii) as a result of any Change in Law it is unlawful or its Loan) included in such Borrowing impossible for such Interest Periodthe Lender to make or maintain any LIBOR Borrowing; then in each case the Administrative Agent Lender shall give notice thereof to the Borrower and the Lenders by telephone or telecopy Borrowers as promptly as practicable thereafter and, until the Administrative Agent Lender notifies the Borrower and the Lenders Borrowers that the circumstances giving rise to such notice no longer exist, (i) any Interest Election LIBOR Request that requests submitted by the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable thereto, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in Dollars, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request Borrowers shall be ineffective); provided that if as a result of a Change in Law the circumstances giving rise Lender is prohibited from maintaining any outstanding LIBOR Borrowing, upon notice from the Lender, the Borrowers shall immediately (A) convert such LIBOR Borrowing to a Base Rate Loan, or (B) repay such notice affect only one Type LIBOR Borrowing in full, together with all interest accrued thereon and all fees and other amounts payable to the Lender hereunder (in either case, subject to the provisions of Borrowingssubsection 2.3(g) of this Agreement with respect to redeployment costs). This section shall also be applicable, then mutatis mutandis, to Loans bearing interest at the other Type of Borrowings shall be permittedLIBOR Daily Floating Rate.

Alternate Rate of Interest. If (a) Subject to clauses (b), (c), (d), (e), (f) and (g) of this ‎Section 2.11, if prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Eurodollar Rate or the LIBO EURIBOR Rate, as applicableapplicable (including because the Relevant Screen Rate is not available or published on a current basis), for such Interest Period; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Eurodollar Rate or the LIBO EURIBOR Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for the applicable currency and such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone telephone, telecopy or telecopy electronic mail as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and (B)(i) if any Borrowing Request requests a Eurodollar Borrowing in Dollars, then such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable thereto, made as an ABR Borrowing and (ii) if any Borrowing Request requests a Eurocurrency Revolving EURIBOR Borrowing in DollarsEuros, then such Borrowing Loan shall be made as an ABR Borrowing (and bear interest at the Central Bank Rate plus the Applicable Margin. Furthermore, if any Borrowing Request requests Eurodollar Loan or EURIBOR Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this ‎Section 2.11(a) with respect to a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, Relevant Rate applicable to such Borrowing Request shall be ineffective); provided Eurodollar Loan or EURIBOR Loan then until the Administrative Agent notifies the Borrower and the Lenders that if the circumstances giving rise to such notice affect only one Type no longer exist, (x) if such Eurodollar Loan is denominated in Dollars, then on the last day of Borrowingsthe Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), such Loan shall be converted by the Administrative Agent to, and shall constitute, an ABR Loan denominated in Dollars on such day and (y) if such Loan is a EURIBOR Loan is denominated in Euros, then such Loan shall bear interest at the Central Bank Rate plus the Applicable Margin on such day(s). (b) Notwithstanding anything to the contrary herein, if a Benchmark Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” with respect to Dollars for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” with respect to Euros or Dollars for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (c) Notwithstanding anything to the contrary herein and subject to the proviso below in this paragraph, with respect to a Loan denominated in Dollars, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other Type party to, this Agreement; provided that, this clause (c) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of Borrowings doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after the occurrence of a Term SOFR Transition Event and may do so in its sole discretion. (d) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement. (e) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this ‎Section 2.11, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement, except, in each case, as expressly required pursuant to this ‎Section 2.11. (f) Notwithstanding anything to the contrary herein, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR, Eurodollar Rate or EURIBOR Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (g) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Eurodollar Borrowing or EURIBOR Borrowing of, conversion to or continuation of Eurodollar Loans or EURIBOR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, either (x) the Borrower will be deemed to have converted any request for a Eurdollar Borrowing denominated in Dollars into a request for a Borrowing of or conversion to ABR Loans or (y) any request for EURIBOR Borrowing in Euros shall be permittedineffective. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR. Furthermore, if any Eurodollar Loan or EURIBOR Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Eurodollar Loan or EURIBOR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this ‎Section 2.11, then on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), (x) if such Eurodollar Loan is denominated in Dollars, such Loan shall be converted by the Administrative Agent to, and shall constitute, an ABR Loan on such day and (y) if such Loan is a EURIBOR Loan is denominated in Euros, then such Loan shall bear interest at the Central Bank Rate plus the Applicable Margin on such day(s).

Alternate Rate of Interest. If (a) Subject to clauses (b), (c), (d), (e), (f) and (g) of this Section 2.14, if prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicableapplicable (including because the LIBO Screen Rate is not available or published on a current basis), for such Interest Period; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone telephone, telecopy or telecopy electronic mail as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable thereto, and (iiB) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing in DollarsBorrowing, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective)Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted. (b) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.14), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (c) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that, this clause (c) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion. (d) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (e) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.14, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.14. (f) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBO Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (g) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Eurodollar Borrowing of, conversion to or continuation of Eurodollar Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, the Lender that is required to make such Loan) that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing in DollarsBorrowing, such Borrowing shall be made as an ABR Borrowing and (and if iii) any request by the Borrower for a Eurodollar Competitive Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that (A) if the circumstances giving rise to such notice do not affect all the Lenders, then requests by the Borrower for Eurodollar Competitive Borrowings may be made to Lenders 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.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders any Lender that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) Lender of making or maintaining their Loans (or its Loan) Loan included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Revolving Borrowing shall be ineffective and any such Eurocurrency Eurodollar Revolving Borrowing so requested to be continued shall be repaid converted to an ABR Borrowing on the last day of the then current Interest Period applicable with respect thereto, and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing in DollarsBorrowing, such Borrowing shall be made as an ABR Borrowing and (and if iii) any request by the Borrower for a Eurodollar Competitive Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that if the circumstances giving rise to such notice do not affect only one Type of Borrowingsall the Lenders, then the other Type of requests for Eurodollar Competitive Borrowings shall may be permittedmade to Lenders that are not affected thereby.

Alternate Rate of Interest. If prior to the commencement of any Eurodollar Interest Period for a Eurocurrency Eurodollar Borrowing: , the Lender determines that (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Eurodollar Rate or the LIBO Rate, as applicable, for such Eurodollar Interest Period; or , (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Eurodollar Rate or the LIBO Rate, as applicable, for such Eurodollar Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) the Lender of making or maintaining their Loans Eurodollar Borrowings, or (iii) as a result of any Change in Law it is unlawful or its Loan) included in such Borrowing impossible for such Interest Periodthe Lender to make or maintain any Eurodollar Borrowing; then in each case the Administrative Agent Lender shall give notice thereof to the Borrower and the Lenders by telephone or telecopy Borrowers as promptly as practicable thereafter and, until the Administrative Agent Lender notifies the Borrower and the Lenders Borrowers that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Eurodollar Request that requests submitted by the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable thereto, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in Dollars, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request Borrowers shall be ineffective); provided PROVIDED that if as a result of a Change in Law the circumstances giving rise Lender is prohibited from maintaining any outstanding Eurodollar Borrowing, upon notice from the Lender, the Borrowers shall immediately (A) convert such Eurodollar Borrowing to a Base Rate Loan, or (B) repay such notice affect only one Type Eurodollar Borrowing in full, together with all interest accrued thereon and all fees and other amounts payable to the Lender hereunder (in either case, subject to the provisions of Borrowings, then the other Type subsection 2.3(g) of Borrowings shall be permittedthis Agreement with respect to redeployment costs).

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest demonstrable error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, the Lender that is required to make such Loan) that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Company (on behalf of itself and the Borrowing Subsidiaries) and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Company (on behalf of itself and the Borrowing Subsidiaries) and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing in DollarsBorrowing, such Borrowing shall be made as an ABR Borrowing and (and if iii) any request by a Borrower for a Eurodollar Competitive Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that (A) if the circumstances giving rise to such notice do not affect all the Lenders, then requests by a Borrower for Eurodollar Competitive Borrowings may be made to Lenders 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.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency BorrowingEurodollar Borrowing or the Tranche B Credit-Linked Deposit: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing or the Tranche B Credit-Linked Deposit, as applicable, for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Revolving Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Revolving Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing in DollarsBorrowing, such Borrowing shall be made as an ABR Borrowing and (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request iii) the Tranche B Credit-Linked Deposit shall be ineffective); provided that if invested so as to earn a return equal to the circumstances giving rise to such notice affect only one Type greater of Borrowings, then the other Type of Borrowings shall be permittedFederal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Managing Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Managing Administrative Agent is advised by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, the Lender that is required to make such Loan) that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Managing Administrative Agent shall give notice thereof to the Borrower Borrowers and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Managing Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Revolving Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoa Federal Funds Rate Revolving Borrowing, and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing in DollarsBorrowing, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Federal Funds Rate Revolving Borrowing denominated in and (iii) any request by a Foreign Currency, such Borrower for a Eurodollar Competitive Borrowing Request shall be ineffective); provided that if the circumstances giving rise to such notice do not affect only one Type of Borrowingsall the Lenders, then the other Type of requests by a Borrower for Eurodollar Competitive Borrowings shall may be permittedmade to Lenders that are not affected thereby.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency LIBOR Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest PeriodPeriod or that a Change in Law makes it unlawful for any one or more of the Lenders to make a LIBOR Loan; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in comprising such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Company and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency LIBOR Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable thereto, and (ii) if any Borrowing Request requests a Eurocurrency LIBOR Revolving Borrowing in DollarsBorrowing, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective)Borrowing; provided PROVIDED that if the circumstances giving rise to such notice do not affect only one Type of Borrowingsall the Lenders, then requests by the other Type of Borrowers for LIBOR Competitive Borrowings shall may be permittedmade to Lenders that are not affected thereby.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (ai) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (bii) the Administrative Agent is advised by the Required Lenders Majority Lenders, as the case may be, that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Revolving Credit Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Borrowers and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (ix) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, as a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (iiy) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in DollarsEurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective)Borrowing; provided PROVIDED that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other another Type of Borrowings shall be permitted. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Revolving Credit Loans to Eurodollar Loans.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing or a EURIBOR Borrowing: (a) the Administrative Applicable Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO EURIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Applicable Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO EURIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Required Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Applicable Agent shall give notice thereof to the applicable Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Applicable Agent notifies the applicable Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing or a EURIBOR Borrowing, as the case may be, shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in US Dollars, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective)Borrowing; provided that if the circumstances giving rise to such notice affect only one Type less than all Types of Borrowings, then the other Type Types of Borrowings shall be permitted.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the LIBO Rate or the LIBO Raterate applicable to Alternative Currency Borrowings, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate, the LIBO Rate or the LIBO Raterate applicable to Alternative Currency Borrowings, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Borrowers and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing or an Alternative Currency Borrowing, as applicable, shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in DollarsEurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing (Borrowing, and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currencyan Alternative Currency Borrowing, such Borrowing Request request shall be ineffective)deemed to be withdrawn; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicableapplicable (including because the LIBO Screen Rate is not available or published on a current basis), for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone telephone, telecopy or telecopy electronic mail as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (iiB) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in DollarsBorrowing, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective)Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency BorrowingLIBOR Loan: (a1) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO LIBOR Interest Rate or the LIBO LIBOR Base Rate, as applicableapplicable (including, without limitation, because the LIBO Screen Rate is not available or published on a current basis), for such Interest Period; or (b2) the Administrative Agent is advised by the Required Lenders Banks (or, in the case of a Bid Rate Loan, the Bank that is required to make such Loan) that the Adjusted LIBO LIBOR Interest Rate or the LIBO LIBOR Base Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders Banks (or LenderBank) of making or maintaining their Loans (or its Loan) included in such Borrowing borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders Banks by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders Banks that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request notice by the Borrower of Election, Conversion or Continuation that requests the conversion Conversion of any Revolving Borrowing Loan to, or continuation Continuation of any Revolving Borrowing Loan as, a Eurocurrency Borrowing LIBOR Loan shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request the Borrower requests a Eurocurrency Revolving Borrowing in DollarsRatable Loan, such Borrowing Loan shall be made or Continued as an ABR Borrowing a Base Rate Loan and (and if iii) any Borrowing Request requests request by the Borrower for a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request Bid Rate Loan shall be ineffective); provided that if the circumstances giving rise to such notice do not affect only one Type of Borrowingsall the Banks, then requests by the other Type of Borrowings shall Borrower for Bid Rate Loans may be permittedmade to Banks that are not affected thereby.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the Administrative Agent reasonably determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable thereto, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in Dollars, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, the Lender that is required to make such Loan) that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing in DollarsBorrowing, such Borrowing shall be made as an ABR Borrowing and (and if iii) any request by the Borrower for a Eurodollar Competitive Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that if the circumstances giving rise to such notice do not affect only one Type of Borrowingsall the Lenders, then requests by the other Type of Borrower for Eurodollar Competitive Borrowings shall may be permittedmade to Lenders that are not affected thereby.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the applicable Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the applicable Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable thereto, (ii) any Eurocurrency Borrowing by the Dutch Borrower that is requested to be continued shall be repaid on the last day of the then current Interest Period applicable thereto and (iiiii) if any Borrowing Request by the Company requests a Eurocurrency Revolving Borrowing in Dollars, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing by the Dutch Borrower or denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing:; Effect of Benchmark Transition Event. 51 Cleco Corporate Holdings LLC 2016 Term Loan Credit Agreement (a) the Administrative Agent determines (which determination shall be conclusive absent manifest erroracting reasonably and taking into consideration the conditions in the bank credit markets generally) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Eurodollar Rate or the LIBO Eurodollar Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders (acting reasonably and taking into consideration the conditions in the bank credit markets generally) that the Adjusted LIBO Eurodollar Rate or the LIBO Eurodollar Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy electronic transmission as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer existexist (and the Administrative Agent shall provide such notice promptly following such circumstances no longer existing as determined by the Administrative Agent in its sole discretion (or, in the case of clause (b) above, promptly following the Administrative Agent being advised thereof by the Required Lenders)), (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Eurodollar Borrowing shall be repaid converted or continued as a Base Rate Borrowing on the last day of the then current Interest Period applicable thereto, thereto and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in DollarsEurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permittedBase Rate Borrowing.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in U.S. Dollars, such Borrowing shall be made as an ABR Borrowing Borrowing, and (and iii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly - 38 - reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone (confirmed by facsimile) or telecopy facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Credit Request requests a Eurocurrency Revolving Borrowing in DollarsEurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing. Notwithstanding the foregoing, if the Borrower shall have submitted a Credit Request with respect to a Eurodollar Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated the Administrative Agent shall have notified the Borrower in a Foreign Currency, accordance with the preceding sentence that such Borrowing will be made as an ABR Borrowing, the Borrower shall have the right, prior to the time by which it would have had to submit a Credit Request shall for an ABR Borrowing to be ineffective); provided that if made on the circumstances giving rise same date, to withdraw such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permittedCredit Request.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, the Lender that is required to make such Loan) that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing in DollarsBorrowing, such Borrowing shall be made as an ABR Borrowing and (and if iii) any request by the Borrower for a Eurodollar Competitive Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that (A) if the circumstances giving rise to such notice do not affect all the Lenders, then requests by the Borrower for Eurodollar Borrowings may be made to Lenders 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.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining for such Interest Period the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that for such Interest Period the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall referred to in such Interest Election Request shall, unless repaid by the Borrower, be repaid on converted to (as of the last day of the then current Interest Period applicable theretoPeriod), or maintained as, an ABR Borrowing, as the case may be (to the extent, in the Administrative Agent's reasonable determination, it is practicable to do so), and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in DollarsEurodollar Borrowing, such Borrowing shall shall, unless otherwise rescinded by the Borrower, be made as an ABR Borrowing Loan (to the extent, in the Administrative Agent's reasonable determination, it is practicable to do so), and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that if the circumstances giving rise to such notice affect only one Type fewer than all Types of Borrowings, then the other Type Types of Borrowings shall be permitted.

Alternate Rate of Interest. (a) If prior to the commencement of any Interest Period for a Eurocurrency Borrowingborrowing of LIBOR Rate Loans: (ai) the Administrative Agent reasonably determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO LIBOR Rate, the LIBOR Base Rate or the LIBO LIBOR Daily Floating Rate, as applicableapplicable (including because the LIBOR Screen Rate is not available or published on a current basis), for such Interest Period; or (bii) the Administrative Agent is advised by the Required Requisite Lenders that the Adjusted LIBO LIBOR Rate, the LIBOR Base Rate or the LIBO LIBOR Daily Floating Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone telephone, telecopy or telecopy electronic mail as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Interest Election Request Notice of Conversion or Notice of Continuation that requests the conversion of any Revolving Borrowing Loan to, or continuation of any Revolving Borrowing Loan as, a Eurocurrency Borrowing LIBOR Rate Loan or a LIBOR Daily Loan shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable thereto, and (iiB) if any Notice of Borrowing Request requests a Eurocurrency Revolving Borrowing in DollarsLIBOR Rate Loan or a LIBOR Daily Loan, such Borrowing borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective)Base Rate Loan; provided that if the circumstances giving rise to such notice affect only one Type of BorrowingsLoan, then the other Type Types of Borrowings Loan shall be permitted.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (ae) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (bf) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be ineffective ineffective, and any such Eurocurrency Borrowing shall be repaid converted to or continued on the last day of the then current Interest Period applicable thereto, thereto as an ABR Borrowing and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in Dollars, such Borrowing shall be made as an ABR Borrowing (or such Borrowing shall not be made if the Borrower revokes (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currencysuch circumstances, such Borrowing Request shall may be ineffectiverevoked notwithstanding any other provision of this Agreement) such Borrowing Request by telephonic notice, confirmed promptly in writing, not later than one Business Day prior to the proposed date of such Borrowing); provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, the Lender that the Adjusted LIBO Rate or is required to make such Loan) that the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any i)any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing in DollarsBorrowing, such Borrowing shall be made as an ABR Borrowing, and (iii) any request by the Borrower for a Eurodollar Competitive Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that (A) if the circumstances giving rise to such notice do not affect all the Lenders, then requests by the Borrower for Eurodollar Competitive Borrowings may be made to Lenders 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.

Alternate Rate of Interest. If In the event, and on each occasion, that on or before the day two Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) Eurodollar Borrowing the Administrative Agent determines (shall have determined, or shall have been advised by the Required Lenders or the applicable Lender required to make a Eurodollar Loan, that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which determination shall be conclusive absent manifest error) such dollar deposits are being offered will not adequately and fairly reflect the cost to any Lender of making or maintaining its Eurodollar Loan during such Interest Period, or that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rateshall, as applicablesoon as practicable thereafter, for give written or telecopy notice of such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof determination to the Borrower Borrowers and the Lenders by telephone or telecopy as promptly as practicable thereafter andLenders. In the event of any such determination, until the Administrative Agent notifies shall have advised the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests request by the conversion of any Revolving Borrowers for a Eurodollar Borrowing to, pursuant to Section 2.03 or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing 2.10 shall be ineffective and any such Eurocurrency Borrowing shall deemed to be repaid on the last day of the then current Interest Period applicable thereto, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in Dollars, such Borrowing shall be made as request for an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign CurrencyBorrowing, such Borrowing Request shall be ineffective); provided that if the circumstances giving rise to such notice determination do not affect only one Type of Borrowingsall the Lenders, then requests by the other Type of Borrowers for Eurodollar Borrowings may be made to Lenders that are not affected thereby and such unaffected Lender shall remain obligated to make the Eurodollar Loan contained in such request on the terms and subject to the conditions set forth in this Restated Credit Agreement. Each determination by the Administrative Agent hereunder shall be permittedconclusive absent manifest error.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the If at any time any Loan is outstanding as a Loan accruing interest based on LIBOR and Administrative Agent determines shall have determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that LIBOR cannot be determined and LIBOR has been succeeded by an Alternate Index (an “Alternate Index Determination”), then any such Loan shall be converted from a LIBOR-based Loan to an Alternate Rate Loan. (b) In the event that Administrative Agent shall have determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank Eurodollar market or otherwise, a material disruption to LIBOR or a change in the methodology of calculating LIBOR has occurred (or the Administrative Agent reasonably expects any of these events will occur) or adequate and reasonable means do not exist for ascertaining LIBOR as provided in the Adjusted LIBO definition thereof and in any such case any Loans have not been converted to Alternate Rate Loans as provided in Section 2.17(a), then Administrative Agent shall, if such determination shall have also been made with respect to other similarly situated loans, promptly give notice of such determination to Borrower. If such notice is given, the LIBOR-based Loans shall be converted, as of the first day of the next succeeding interest accrual period, to ABR-based Loans. (c) If, pursuant to Section 2.17(a), any Loans have been converted to Alternate Rate Loans but thereafter Administrative Agent shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the Alternate Index cannot be ascertained as provided in the definition thereof, then Administrative Agent shall, if such determination shall have also been made with respect to other similarly situated loans, promptly give notice of such determination to Borrower. If such notice is given, the Alternate Rate Loans shall be converted, as of the first day of the next succeeding interest accrual period, to ABR-based Loans. (d) If, pursuant to Section 2.17(b) or (c), any Loans have been converted to ABR-based Loans, but thereafter Administrative Agent shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that LIBOR or the LIBO RateAlternate Index, as applicable, for such Interest Period; or (b) can again be ascertained as provided in the respective definition thereof, Administrative Agent shall promptly give notice of such determination to Borrower. If such notice is advised by given, the Required Lenders that Loans shall be converted, as of the Adjusted LIBO Rate first day of the next succeeding interest accrual period, to LIBOR-based Loans or the LIBO RateABR-based Loans, as applicable. (e) If, for such Interest Period will not adequately and fairly reflect the cost pursuant to such Lenders (or Lender) of making or maintaining their Section 2.17(b), any Loans (or its Loan) included in such Borrowing for such Interest Period; then the have been converted to ABR-based Loans but thereafter Administrative Agent shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that LIBOR has been succeeded by an Alternate Index pursuant to, and subject to the satisfaction of, the terms and conditions of Section 2.17(a), then Administrative Agent shall promptly give notice thereof of such determination to Borrower. If such notice is given, the ABR-based Loans shall be converted, as of the first day of the next succeeding interest accrual period, to Alternate Rate Loans. (f) In connection with the conversion to an Alternate Rate Loan pursuant to Section 2.17(a), (d) or (e), Administrative Agent shall have the right to make technical, administrative or operational changes (including changes to the Borrower definition of “Alternate Rate”, the definition of “Interest Period”, the timing and frequency of determining rates and making payments of interest and other administrative matters) that Administrative Agent decides may be appropriate to reflect the Lenders adoption and implementation of an Alternate Index and to permit the administration thereof by telephone or telecopy as promptly as practicable thereafter Administrative Agent in a manner substantially consistent with market practice (such changes, “Alternate Index Conforming Changes”) and, until notwithstanding anything to the Administrative Agent notifies contrary herein or in any other Loan Document, any amendments implementing such Alternate Index Conforming Changes will become effective without any further action or consent of Borrower. (g) If any requirement of Law or any change therein or in the Borrower and the interpretation or application thereof shall hereafter make it unlawful for Lenders that the circumstances giving rise to such notice no longer existmake or maintain LIBOR-based Loans as contemplated hereunder, (i) any Interest Election Request that requests the conversion obligations of any Revolving Borrowing to, Lenders hereunder to make LIBOR-based Loans or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing to convert ABR-based Loans to LIBOR-based Loans shall be ineffective cancelled forthwith and (ii) any such Eurocurrency Borrowing outstanding LIBOR-based Loans shall be repaid converted automatically to ABR-based Loans on the last day of the then then-current Interest Period applicable theretointerest accrual period or within such earlier period as required by Law. Borrower hereby agrees to promptly pay to Lenders, and (ii) if upon demand, any Borrowing Request requests a Eurocurrency Revolving Borrowing additional amounts necessary to compensate Lenders for any reasonable costs incurred by Lenders in Dollarsmaking any conversion in accordance with this Agreement, including any interest or fees payable by Lenders to lenders of funds obtained by them in order to make or maintain the LIBOR-based Loans hereunder. Lenders’ notice of such Borrowing costs, as certified to Borrower, shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permittedconclusive absent manifest error.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, the Lender that is required to make such Loan) that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing in DollarsBorrowing, such Borrowing shall be made as an ABR Borrowing and (and if iii) any request by the Borrower for a Eurodollar Competitive Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that that, if the circumstances giving rise to such notice do not affect only one Type of Borrowingsall the Lenders, then requests by the other Type of Borrower for Eurodollar Competitive Borrowings shall may be permittedmade to Lenders that are not affected thereby.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Eurocurrency Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing in Dollars to, or continuation of any Revolving Borrowing in Dollars as, a Eurocurrency Borrowing shall be ineffective and any such Eurocurrency Borrowing the Loans shall be repaid on the last day of the then current Interest Period applicable thereto, converted to an ABR Borrowing and (ii) if any Borrowing Request borrowing request requests a Eurocurrency Revolving Borrowing Borrowing, such Borrowing, if denominated in Dollars, such Borrowing shall be made as an ABR Borrowing (Borrowing, and if any Borrowing Request such borrowing request requests a Eurocurrency Revolving Borrowing denominated in an Alternative Currency or if any Interest Election Request requests the continuation of a Foreign Eurocurrency Borrowing in an Alternative Currency, such Borrowing Request or continuation shall be ineffective)made or continued as a Borrowing bearing interest at an interest rate reasonably determined by the Administrative Agent, after consultation with the Borrower and the applicable Lenders, to compensate the applicable Lenders for such Borrowing in such currency for the applicable period plus the Applicable Rate; provided that if the circumstances giving rise to such notice affect only Borrowings in one Type of Borrowingscurrency, then Borrowings in other currencies will not be affected by the other Type provisions of Borrowings shall be permittedthis Section.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that by reason of circumstances affecting the relevant market adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing in DollarsBorrowing, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective)Borrowing; provided PROVIDED that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Facility Lenders under a particular Facility that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing under such Facility for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing under such Facility to, or continuation of any Revolving Borrowing under such Facility as, a Eurocurrency Eurodollar Borrowing shall be ineffective ineffective, and any unless repaid, such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretomade as an ABR Borrowing, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Eurodollar Borrowing in Dollarsunder such Facility, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective)Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a any Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Eurocurrency Rate or the LIBO Rate, as applicable, for such Interest PeriodPeriod or (ii) the making of any Eurocurrency Borrowing would be illegal or conflict with any Requirement of Law; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Eurocurrency Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their respective Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Company and the Lenders by telephone or telecopy facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or the continuation of any Revolving Borrowing as, a Revolving Eurocurrency Borrowing shall be ineffective and any such Eurocurrency Revolving Borrowing (unless prepaid) shall be repaid on the last day of the then current Interest Period applicable theretocontinued as, and or converted to, a Revolving ABR Borrowing, (ii) if any Borrowing Request requests a Revolving Eurocurrency Revolving Borrowing in DollarsBorrowing, such Borrowing shall be made as an a Revolving ABR Borrowing and (and if iii) in the case of clause (a)(ii) above, the Administrative Agent shall have the option to convert any Borrowing Request requests a outstanding Revolving Eurocurrency Borrowings into Revolving Borrowing denominated ABR Borrowings regardless of whether the conditions in a Foreign Currency, such Borrowing Request shall be ineffective); provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.Section 4.02 have been satisfied or waived..

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency LIBO Rate Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Borrowing Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency LIBO Rate Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in DollarsLIBO Rate Borrowing, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective)Base Rate Borrowing; provided that (A) if the circumstances giving rise to such notice do not affect all the Lenders, then requests by the Borrower for a LIBO Rate Borrowing may be made to Lenders that are not affected thereby, and (B) if the circumstances giving rise to such notice affect only one Type of BorrowingsBorrowing, then the other Type of Borrowings Borrowing shall be permitted.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing, Eurocurrency Borrowing or CDOR Borrowing: (a) the Administrative Applicable Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the LIBO Rate, the Eurocurrency Rate or the LIBO Canadian Dealer Offered Rate, as applicable, for such Interest Period; or (b) in the case of Eurodollar Borrowings only, the US Administrative Agent is advised by the Required Lenders having US Credit Exposure and unused US Commitments representing more than 50% of the sum of the total US Credit Exposures and such unused US Commitments at such time that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Applicable Agent shall give notice thereof to the Borrower Parent and the applicable Lenders by telephone telephone, facsimile or telecopy electronic communication as promptly as practicable thereafter and, until the Administrative Applicable Agent notifies the Borrower Parent and the such Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in DollarsEurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing Borrowing, (and iii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing, such request shall be deemed to be withdrawn and (iv) if any Borrowing denominated in Request requests a Foreign CurrencyCDOR Borrowing, such Borrowing Request shall be ineffective); provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permittedmade as a Canadian Prime Borrowing.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent reasonably determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy in writing as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer existexist (which it shall do promptly upon becoming aware thereof, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing in DollarsBorrowing, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign CurrencyBorrowing, such Borrowing Request shall be ineffective); provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted. Upon receipt of any such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Loans or, failing that, will be deemed to have converted such request into a request for an ABR Borrowing in the amount specified therein.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Eurodollar Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Eurodollar Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Applicable Agent shall give notice thereof to the applicable Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, in the case of Eurodollar Borrowings, until the Administrative Agent notifies the applicable Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable thereto, and (ii) if any Notice of Borrowing Request requests a Eurocurrency Revolving Eurodollar Borrowing, (A) in the case of a Eurodollar Borrowing in Dollarsmade to the US Borrower, such Borrowing shall be made as an ABR a Base Rate Borrowing, (B) in the case of a Eurodollar Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currencymade to the Canadian Borrower, such Borrowing Request shall be ineffective); provided that if made as a Canadian Base Rate Borrowing and (C) in the circumstances giving rise case of a Eurodollar Borrowing made to the UK Borrower, such notice affect only one Type Borrowing shall bear interest at such rate as the Lenders and the UK Borrower may agree adequately reflects the costs to the Lenders of Borrowingsmaking or maintaining their Loans (or, then in the other Type absence of Borrowings such agreement, shall be permittedrepaid as of the last day of the current Interest Period applicable thereto).

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in U.S. Dollars, such Borrowing shall be made as an ABR Borrowing Borrowing, and (and iii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If Notwithstanding any other provision of this Agreement, if on or prior to the day two (2) Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) LIBOR Rate Loan of any amount, the Administrative Agent determines shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that or shall have been notified by the Required Lenders (in their reasonable determination, which determination shall be conclusive and binding absent manifest error) (a) that, by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, LIBOR for such Interest Period; or , or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO LIBOR Rate or the LIBO Rate, as applicable, for such Interest Period will does not adequately and fairly reflect the cost to such Lenders (or Lender) any Lender of making or maintaining their funding LIBOR Rate Loans (or its Loan) included in such Borrowing for that the Borrower has requested be outstanding as a LIBOR Tranche during such Interest Period; then , the Administrative Agent shall forthwith give telephone notice thereof of such determination, confirmed in writing, to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to Lenders. If such notice no longer exist, is given (i) any Foreign Currency Loans requested to be made on the first day of such Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing Period shall be ineffective and any made, at the sole option of the Borrower, in Dollars as Alternate Base Rate Loans or such Eurocurrency Borrowing request shall be repaid on the last day of the then current Interest Period applicable theretocancelled, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing affected LIBOR Rate Loans requested to be made on the first day of such Interest Period shall be made, at the sole option of the Borrower, in DollarsDollars as Alternate Base Rate Loans and (iii) any affected Loans that were to have been converted on the first day of such Interest Period to or continued as LIBOR Rate Loans shall be converted to or continued, at the sole option of the Borrower, in Dollars as Alternate Base Rate Loans. Until any such Borrowing notice has been withdrawn by the Administrative Agent, no further Loans shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currencyas, such Borrowing Request shall be ineffective); provided that if continued as, or converted into, LIBOR Rate Loans for the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permittedInterest Periods so affected.

Alternate Rate of Interest. (a) If prior to the commencement of any Interest Period for a Eurocurrency Euro-Currency Borrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or for deposits in the LIBO Rate, as applicable, relevant currency for such Interest Period; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or applicable to Euro-Currency Borrowings in the LIBO Rate, as applicable, relevant currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Company and the Lenders by telephone or telecopy facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer existexist (which the Administrative Agent shall do promptly after becoming aware thereof), (iA) any Interest Election Request that requests the conversion of any Revolving Borrowing or Term Loan Borrowing to, or continuation of any Revolving Borrowing or Term Loan Borrowing as, a Eurocurrency Euro-Currency Borrowing of the affected currency shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (iiB) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in DollarsEuro-Dollar Borrowing, such Borrowing shall be made as an ABR Borrowing and (and C) if any Borrowing Request requests a Eurocurrency Revolving Euro-Currency Borrowing denominated in a Foreign any affected Alternative Currency, such Borrowing Request shall be deemed ineffective); provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency BorrowingLIBOR Loan: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO LIBOR Interest Rate or the LIBO LIBOR Base Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders Banks (or, in the case of a Bid Rate Loan, the Bank that is required to make such Loan), as applicable, that the Adjusted LIBO LIBOR Interest Rate or the LIBO LIBOR Base Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders Banks (or LenderBank) of making or maintaining their Ratable Loans or Term Loans (or its Loan) ), as applicable, included in such Borrowing borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders Banks by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders Banks that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request notice by Borrower of Election, Conversion or Continuation that requests the conversion Conversion of any Revolving Borrowing Loan to, or continuation Continuation of any Revolving Borrowing Loan as, a Eurocurrency Borrowing LIBOR Loan shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (ii) if any Borrowing Request Borrower requests a Eurocurrency Revolving Borrowing in DollarsRatable Loan, such Borrowing Loan shall be made or Continued as an ABR Borrowing a Base Rate Loan and (and if iii) any Borrowing Request requests request by Borrower for a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request Bid Rate Loan shall be ineffective); provided that if the circumstances giving rise to such notice do not affect only one Type of Borrowingsall the Banks, then the other Type of Borrowings shall requests by Borrower for Bid Rate Loans may be permittedmade to Banks that are not affected thereby.

Alternate Rate of Interest. (a) If prior to the commencement of any Interest Period for a Eurocurrency Borrowingborrowing of LIBOR Loans: (ai) the Administrative Agent reasonably determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate LIBOR or LIBOR or the LIBO LIBOR Daily Floating Rate, as applicableapplicable (including because the LIBO Screen Rate is not available or published on a current basis), for such Interest Period; or (bii) the Administrative Agent is advised by the Required Requisite Lenders (or, in the case of a LIBOR Margin Loan, the Lender that the is required to make such Loan) that Adjusted LIBO Rate LIBOR or LIBOR or the LIBO LIBOR Daily Floating Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone telephone, telecopy or telecopy electronic mail as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Interest Election Request Notice of Conversion or Notice of Continuation that requests the conversion of any Revolving Borrowing Loan to, or continuation of any Revolving Borrowing Loan as, a Eurocurrency Borrowing LIBOR Loan or a LIBOR Daily Loan shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable theretoineffective, and (iiB) if any Notice of Borrowing Request requests a Eurocurrency Revolving Borrowing in DollarsLIBOR Loan or a LIBOR Daily Loan, such Borrowing borrowing shall be made as an ABR Borrowing a Base Rate Loan and (and if C) any Borrowing Request requests request by the Borrower for a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request LIBOR Margin Loan shall be ineffective); provided that (x) if the circumstances giving rise to such notice do not affect all the Lenders, then requests by the Borrower for LIBOR Margin Loans may be made to Lenders that are not affected thereby and (y) if the circumstances giving rise to such notice affect only one Type of BorrowingsLoan, then the other Type Types of Borrowings Loan shall be permitted.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing: (a) the Administrative Agent Bank determines (which determination shall be conclusive absent manifest error) that that, with respect to any existing or requested Loan or the discount applicable to any Bankers’ Acceptance, in either case the pricing of which is determined by reference to an Applicable Money Market (each an “Affected Credit Extension”), by reason of one or more circumstances arising after the date hereof affecting such Applicable Money Market, adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate rate of interest or the LIBO Ratediscount applicable to such Affected Credit Extension, as applicable, for or that such Interest Period; or rate of interest or discount (bor any acceptance fee) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) the Bank of making or maintaining their Loans such Affected Credit Extension because of (x) any change since the date hereof in any applicable law or its Loangovernmental rule, regulation, order or directive (whether or not having the force of law) included or in the interpretation or administration thereof or (y) other circumstances arising after the date hereof affecting the Bank or such Borrowing for such Interest Period; Applicable Money Market, then the Administrative Agent shall Bank may give notice thereof to the Borrower and the Lenders by telephone or telecopy and (A) upon the giving of such notice, each existing Affected Credit Extension shall automatically be deemed converted into and redenominated as an ABR Loan and shall thereafter bear interest at a rate per annum equal to the Applicable Rate therefor, and (B) until such notice is rescinded by the Bank, the Bank shall have no obligation to make any new Credit Extension that would be an Affected Credit Extension. The Bank agrees that promptly as practicable thereafter andafter it shall have determined, until the Administrative Agent notifies the Borrower and the Lenders with respect to any notice given by it under this Section, that the circumstance or circumstances giving that gave rise to such notice with respect to an Affected Credit Extension no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing Bank shall be ineffective and any by notice to the Borrower rescind such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable thereto, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in Dollars, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, such Borrowing Request shall be ineffective); provided that if the circumstances giving rise notice with respect to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permittedAffected Credit Extension.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Eurodollar Borrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give written notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Eurodollar Borrowing shall be ineffective ineffective, and any such Eurocurrency Borrowing shall be repaid converted to or continued on the last day of the then current Interest Period applicable theretothereto as an ABR Revolving Borrowing, or, and (ii) if any Borrowing Request requests a Eurocurrency Eurodollar Revolving Borrowing in DollarsBorrowing, such Borrowing shall be made as an ABR Borrowing (or such Borrowing shall not be made if the Borrower revokes (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currencysuch circumstances, such Borrowing Request shall may be ineffectiverevoked notwithstanding any other provision of this Agreement) such Borrowing Request in writing, not later than one Business Day prior to the proposed date of such Borrowing); provided that if the circumstances giving rise to such notice affect only one Type type of BorrowingsBorrowings (for example, Loans having certain Interest Periods), then the other Type types of Borrowings Borrowing shall be permitted.