Common use of Alternative Rate of Interest Clause in Contracts

Alternative Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing: (a) 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 Eurodollar Rate or the LIBOR Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Eurodollar Rate or the LIBOR Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Representative 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 Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and any such Eurodollar Borrowing shall be converted to a Base Rate Borrowing on the last day of the then current Interest Period applicable thereto and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as a Base Rate Borrowing, provided, that if at any time the Administrative Agent determines that (i) the circumstances set forth in Section 2.07(a) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator of the LIBOR Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable.

Alternative Rate of Interest. (a) If at the time that the Administrative Agent shall seek to determine the LIBOR Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Borrowing, the LIBOR Screen Rate shall not be available for such Interest Period with respect to such Eurocurrency Borrowing for any reason, and the Administrative Agent shall reasonably determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then such Borrowing shall be made as an ABR Borrowing at the Alternate Base Rate. (b) If prior to the commencement of any Interest Period for a Eurodollar Eurocurrency 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 Eurodollar LIBO Rate or for a Loan for the LIBOR Rate, as applicable, for such applicable Interest Period; or (bii) the Administrative Agent is advised by the Required Majority in Interest of the Lenders that the Eurodollar LIBO Rate or for a Loan for the LIBOR Rate, as applicable, for such applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Representative 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 Notice of Conversion/Continuation Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Eurocurrency Borrowing for the applicable Interest Period shall be ineffective and any and, unless repaid, such Eurodollar Borrowing shall be converted to a Base Rate an ABR Borrowing on the last day of the then current applicable Interest Period applicable thereto and (ii) if any Borrowing Request requests a Eurodollar Eurocurrency Borrowing, such Borrowing shall be made as a Base Rate an ABR Borrowing, provided, that if at any time the Administrative Agent determines that (i) the circumstances set forth in Section 2.07(a) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator of the LIBOR Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable.

Alternative Rate of Interest. (i) If prior to the commencement of any Interest Period for a Eurodollar LIBOR Borrowing, a CDOR Borrowing or a EURIBOR Borrowing in any currency: (aA) 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 Eurodollar Adjusted LIBO Rate, LIBO Rate, CDOR Rate or the LIBOR EURIBO Rate, as applicablethe case may be, for such currency or in respect of a Loan in such currency for such Interest Period; or (bB) the Administrative Agent is advised by the Required Lenders that the Eurodollar Adjusted LIBO Rate, LIBO Rate, CDOR Rate or the LIBOR EURIBO Rate, as applicablethe case may be, for such currency or in respect of a Loan in such currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their the Loans 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 electronic communication as provided in Section 9.01 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 Notice of Conversion/Continuation Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, an affected LIBOR Borrowing, CDOR Borrowing or a Eurodollar Borrowing EURIBOR Borrowing, as the case may be, shall be ineffective and ineffective, (ii) any such Eurodollar affected LIBOR Borrowing, CDOR Borrowing or EURIBOR Borrowing that is requested to be continued shall (A) if denominated in U.S. Dollars, be converted to continued as an ABR Borrowing, (B) if denominated in Canadian Dollars, be continued as a Base Canadian Prime Rate Borrowing Borrowing, or (C) otherwise, be repaid on the last day of the then current Interest Period applicable thereto and (iiiii) if any Borrowing Request requests a Eurodollar for an affected LIBOR Borrowing, such CDOR Borrowing or a EURIBOR Borrowing shall (A) if denominated in U.S. Dollars, be made as deemed a Base Rate request for an ABR Borrowing, provided(B) if denominated in Canadian Dollars, that if at any time the Administrative Agent determines that (i) the circumstances set forth in Section 2.07(a) have arisen and such circumstances are unlikely to be temporary deemed a request for a Canadian Prime Rate Borrowing or (iiC) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator of the LIBOR Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Rate shall no longer otherwise, be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicableineffective.

Alternative Rate of Interest. If prior Notwithstanding anything to the commencement of any Interest Period for a Eurodollar Borrowing: (a) contrary in Section 2.15(e), if 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 Eurodollar Rate or the LIBOR Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Eurodollar Rate or the LIBOR Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Representative and have made 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 Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and any such Eurodollar Borrowing shall be converted to a Base Rate Borrowing on the last day of the then current Interest Period applicable thereto and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as a Base Rate Borrowing, provided, that if at any time the Administrative Agent determines determination that (i) the circumstances set forth described in Section 2.07(a2.15(e)(y) have arisen and that such circumstances are unlikely to be temporary or temporary, (ii) any applicable interest rate specified herein is no longer a widely recognized benchmark rate for newly originated loans in the circumstances set forth U.S. syndicated loan market in clause the applicable Currency or (aiii) have not arisen but the applicable supervisor for the or administrator (if any) of the LIBOR Rate any applicable interest rate specified herein or a any Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Rate any applicable interest rate specified herein shall no longer be used for determining interest rates for loansloans in the U.S. syndicated loan market in the applicable Currency (such specific date, the “Scheduled Unavailability Date”), then the Administrative Agent and the Borrower shall endeavor may amend this Agreement to establish an alternate a replacement interest rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining a benchmark reference rate of interest for syndicated loans in the United States at such timetime (the “Replacement Rate”), in which case, the Replacement Rate shall, subject to the next two sentences, replace such applicable interest rate for all purposes under the Credit Documents unless and until (A) an event described in Section 2.15(e)(y), (h)(i), (h)(ii) or (h)(iii) occurs with respect to the Replacement Rate or (B) the Administrative Agent (at the direction of the Required Lenders) notifies the Borrower that the Replacement Rate does not adequately and fairly reflect the cost to the Lenders of funding the Loans bearing interest at the Replacement Rate. In connection with the establishment and application of the Replacement Rate, this Agreement and the other Credit Documents shall enter into an be amended solely with the consent of the Administrative Agent and the Borrower, as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.15(h), including, without limitation and as applicable, any proposed conforming changes to the definition of “Base Rate,” “LIBOR Market Index Rate,” “Interest Period,” timing and frequency of determining rates and making payments of interest and other matters as may be appropriate, as agreed between the Administrative Agent and the Borrower, to reflect the adoption of such Replacement Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such Replacement Rate yet exists, in such other manner of administration as the Administrative Agent determines with the consent of the Borrower). Notwithstanding anything to the contrary in this Agreement or the other Credit Documents, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the delivery of such amendment to reflect the Lenders, written notices from such alternate rate Lenders that in the aggregate constitute Required Lenders, with each such notice stating that such Lender objects to such amendment (which such notice shall note with specificity the particular provisions of interest the amendment to which such Lender objects, it being understood that the Required Lenders need not specify identical objectionable provisions of the amendment in order to constitute effective notice). If no Replacement Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (A) the obligation of the Lenders to make or maintain LIBOR Rate Loans shall be suspended (to the extent of the affected LIBOR Rate Loans or Interest Periods), (B) the LIBOR Rate component shall no longer be utilized in determining the Base Rate and (C) each outstanding LIBOR Rate Loan will automatically, on the last day of the then existing Interest Period therefor, be prepaid by the Borrower or be automatically converted into a Base Rate Loan at the Borrower’s option. Upon receipt of such other related changes notice, the Borrower may revoke any pending request for a Borrowing of, conversion to this or continuation of LIBOR Rate Loans (to the extent of the affected LIBOR Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (B)) in the amount specified therein. (f) Section 5.2(c) of the Credit Agreement is hereby amended by (i) deleting the word “and” from the end of clause (iii) therein; (ii) redesignating clause (iv) therein as may be applicable.clause (v); and (iii) inserting the following as a new clause (iv) therein:

Alternative Rate of Interest. If prior to the commencement of at any Interest Period for a Eurodollar Borrowing: (a) time the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that (i) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the LIBOR Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Eurodollar Rate or the LIBOR Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Representative 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 Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and any such Eurodollar Borrowing shall be converted to a Eurocurrency Base Rate Borrowing (including because the LIBO Screen Rate is not available or published on the last day of the then a current Interest Period applicable thereto and (ii) if any Borrowing Request requests a Eurodollar Borrowingbasis), such Borrowing shall be made as a Base Rate Borrowing, provided, that if at any time the Administrative Agent determines that (i) the circumstances set forth in Section 2.07(a) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (ai) above have not arisen but either (w) the supervisor for the administrator of the LIBOR LIBO Screen Rate has made a public statement that the administrator of the LIBO Screen Rate is insolvent (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (x) the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (y) the supervisor for the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority governmental authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR LIBO Screen Rate shall may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower Whirlpool shall endeavor to establish an alternate rate of interest to the LIBOR Eurocurrency Base Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Credit Agreement to reflect such alternate rate of interest and such other related changes to this Credit Agreement as may be applicableapplicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Eurocurrency Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Credit Agreement. Notwithstanding anything to the contrary in Section 9.03, such amendment shall become effective without any further action or consent of any other party to this Credit Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii)(w), clause (ii)(x) or clause (ii)(y) of the first sentence of this Section 3.04(b), only to the extent the LIBO Screen Rate for the applicable currency and such Interest Period is not available or published at such time on a current basis), (x) any request to convert any Loan to, or to continue any Loan as, a Eurocurrency Rate Loan shall be ineffective and (y) if any Borrowing Notice requests a Eurocurrency Rate Loan, such Loan shall be made as a Floating Rate Loan.

Alternative Rate of Interest. (a) If prior to the commencement of any Interest Period for a Eurodollar Eurocurrency 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 Eurodollar LIBO Rate or the LIBOR Rate, as applicable, for such Interest Period; or (bii) the Administrative Agent is advised by the Required Lenders that the Eurodollar LIBO Rate or the LIBOR Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the applicable Borrower Representative and the Lenders by telephone telephone, telecopy or telecopy electronic mail 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 existexist or an alternative interest rate is established pursuant to clause (b) below, (iA) any Notice of Conversion/Continuation Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing in Dollars as, a Eurodollar Eurocurrency Borrowing shall be ineffective and any such Eurodollar Borrowing the Loans shall be converted to a Base Rate an ABR Borrowing on the last day of the then current Interest Period applicable thereto and (iiB) if any Borrowing Request borrowing request requests a Eurodollar Eurocurrency Borrowing, such Borrowing Borrowing, if denominated in Dollars, shall be made as a Base Rate an ABR Borrowing, providedand if such borrowing request requests a Borrowing denominated in an Alternative Currency or if any Interest Election Request requests the continuation of a Eurocurrency Borrowing in an Alternate Currency, such Borrowing or continuation shall be made or continued as a Borrowing bearing interest at an interest rate reasonably determined by the Administrative Agent, after consultation with the applicable 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 currency, then Borrowings in other currencies will not be affected by the provisions of this Section. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 2.07(aclause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (aa)(i) have not arisen but either (w) the supervisor for the applicable administrator of a LIBO Rate has made a public statement that the LIBOR administrator of such LIBO Rate is insolvent (and there is no successor administrator that will continue publication of such LIBO Rate), (x) the applicable administrator of a LIBO Rate has made a public statement identifying a specific date after which such LIBO Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of such LIBO Rate), (y) the supervisor for the applicable administrator of a LIBO Rate has made a public statement identifying a specific date after which such LIBO Rate will permanently or indefinitely cease to be published or (z) the supervisor for the applicable administrator of a LIBO Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR such LIBO Rate shall may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower Borrowers shall endeavor to establish an alternate rate of interest to the LIBOR such LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicableapplicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Rate); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 9.02, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date a copy of such amendment is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.11(b), only to the extent the LIBO Rate for the applicable currency and Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing in Dollars as, a Eurocurrency Borrowing shall be ineffective and the Loans shall be converted to an ABR Borrowing and (y) if any borrowing request requests a Eurocurrency Borrowing, such Borrowing, if denominated in Dollars, shall be made as an ABR Borrowing, and if such borrowing request requests a Borrowing denominated in an Alternative Currency or if any Interest Election Request requests the continuation of a Eurocurrency Borrowing in an Alternate Currency, such Borrowing or continuation shall be made or continued as a Borrowing bearing interest at an interest rate reasonably determined by the Administrative Agent, after consultation with the applicable 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 currency, then Borrowings in other currencies will not be affected by the provisions of this Section.

Alternative Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing: (a) 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 Eurodollar Rate or the LIBOR Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Eurodollar Rate or the LIBOR Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Representative 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 Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and any such Eurodollar Borrowing shall be converted to a Base Rate Borrowing on the last day of the then current Interest Period applicable thereto and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as a Base Rate Borrowing., provided, that if at any time the Administrative Agent determines that (i) the circumstances set forth in Section 2.07(a) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator of the LIBOR Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable.

Alternative Rate of Interest. (a) If at the time that the Administrative Agent shall seek to determine the LIBOR Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Borrowing, the LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Borrowing for any reason, and the Administrative Agent shall reasonably determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then (i) if such Borrowing shall be requested in Dollars, then such Borrowing shall be made as an ABR Borrowing at the Alternate Base Rate and (ii) if such Borrowing shall be requested in any Foreign Currency, the LIBO Rate shall be equal to the rate determined by the Administrative Agent, in its reasonable discretion after consultation with the Company and consented to in writing by the Company and the Required Lenders, to be reasonably comparable to the LIBO Rate as previously determined (the “Alternative Rate”); provided, however, that until such time as the Alternative Rate shall be determined and so consented to by the Required Lenders, Borrowings shall not be available in such Foreign Currency. (b) If prior to the commencement of any Interest Period for a Eurodollar Eurocurrency 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 Eurodollar Adjusted LIBO Rate or the LIBOR LIBO Rate, as applicable, for such a Loan in the applicable currency or for the applicable Interest Period; or (bii) the Administrative Agent is advised by the Required Majority in Interest of the Lenders of any Class that the Eurodollar Adjusted LIBO Rate or the LIBOR LIBO Rate, as applicable, for such a Loan in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Companyapplicable Borrower Representative and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Companyapplicable Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Notice of Conversion/Continuation Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Eurocurrency Borrowing in the applicable currency or for the applicable Interest Period shall be ineffective and any and, (A) in the case of a Eurocurrency Borrowing denominated in Dollars, unless repaid, such Eurodollar Borrowing shall be converted to a Base Rate an ABR Borrowing on the last day of the then current applicable Interest Period and (B) in the case of a Eurocurrency Borrowing denominated in a Foreign Currency, such Eurocurrency Borrowing shall be repaid on the last day of the applicable thereto and Interest Period, (ii) if any Borrowing Request requests a Eurodollar BorrowingEurocurrency Borrowing in Dollars, such Borrowing shall be made as an ABR Borrowing and (iii) if any Borrowing Request requests a Base Rate Borrowing, provided, that if at any time the Administrative Agent determines that (i) the circumstances set forth Eurocurrency Revolving Borrowing denominated in Section 2.07(a) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator of the LIBOR Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loansForeign Currency, then the Administrative Agent and LIBO Rate for such Eurocurrency Borrowing shall be the Borrower Alternative Rate; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall endeavor to establish an alternate rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicablepermitted.

Alternative Rate of Interest. If prior Notwithstanding anything to the commencement of any Interest Period for a Eurodollar Borrowing: (a) contrary in Section 2.15(e), if 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 Eurodollar Rate or the LIBOR Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Eurodollar Rate or the LIBOR Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Representative and have made 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 Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and any such Eurodollar Borrowing shall be converted to a Base Rate Borrowing on the last day of the then current Interest Period applicable thereto and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as a Base Rate Borrowing, provided, that if at any time the Administrative Agent determines determination that (i) the circumstances set forth described in Section 2.07(a2.15(e)(y) have arisen and that such circumstances are unlikely to be temporary or temporary, (ii) any applicable interest rate specified herein is no longer a widely recognized benchmark rate for newly originated loans in the circumstances set forth U.S. syndicated loan market in clause the applicable Currency or (aiii) have not arisen but the applicable supervisor for the or administrator (if any) of the LIBOR Rate any applicable interest rate specified herein or a any Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Rate any applicable interest rate specified herein shall no longer be used for determining interest rates for loansloans in the U.S. syndicated loan market in the applicable Currency (such specific date, the “Scheduled Unavailability Date”), then the Administrative Agent and the Borrower shall endeavor may amend this Agreement to establish an alternate a replacement interest rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining a benchmark reference rate of interest for syndicated loans in the United States at such timetime (the “Replacement Rate”), in which case, the Replacement Rate shall, subject to the next two sentences, replace such applicable interest rate for all purposes under the Credit Documents unless and until (A) an event described in Section 2.15(e)(y), (h)(i), (h)(ii) or (h)(iii) occurs with respect to the Replacement Rate or (B) the Administrative Agent (at the direction of the Required Lenders) notifies the Borrower that the Replacement Rate does not adequately and fairly reflect the cost to the Lenders of funding the Loans bearing interest at the Replacement Rate. In connection with the establishment and application of the Replacement Rate, this Agreement and the other Credit Documents shall enter into an be amended solely with the consent of the Administrative Agent and the Borrower, as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.15(h), including, without limitation and as applicable, any proposed conforming changes to the definition of “Base Rate,” “LIBOR Market Index Rate,” “Interest Period,” timing and frequency of determining rates and making payments of interest and other matters as may be appropriate, as agreed between the Administrative Agent and the Borrower, to reflect the adoption of such Replacement Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such Replacement Rate yet exists, in such other manner of administration as the Administrative Agent determines with the consent of the Borrower). Notwithstanding anything to the contrary in this Agreement or the other Credit Documents, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the delivery of such amendment to reflect the Lenders, written notices from such alternate rate Lenders that in the aggregate constitute Required Lenders, with each such notice stating that such Lender objects to such amendment (which such notice shall note with specificity the particular provisions of interest the amendment to which such Lender objects, it being understood that the Required Lenders need not specify identical objectionable provisions of the amendment in order to constitute effective notice). If no Replacement Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (A) the obligation of the Lenders to make or maintain LIBOR Rate Loans shall be suspended (to the extent of the affected LIBOR Rate Loans or Interest Periods), (B) the LIBOR Rate component shall no longer be utilized in determining the Base Rate and (C) each outstanding LIBOR Rate Loan will automatically, on the last day of the then existing Interest Period therefor, be prepaid by the Borrower or be automatically converted into a Base Rate Loan at the Borrower’s option. Upon receipt of such other related changes notice, the Borrower may revoke any pending request for a Borrowing of, conversion to this Agreement as may or continuation of LIBOR Rate Loans (to the extent of the affected LIBOR Rate Loans or Interest Periods) or, failing that, will be applicabledeemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (B)) in the amount specified therein.

Alternative Rate of Interest. (a) If prior to the commencement of any Interest Period for a 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 Eurodollar Adjusted LIBO Rate or the LIBOR LIBO Rate, as applicable, for such Interest Period; or (bii) the Administrative Agent is advised by the Required Lenders that the Eurodollar Adjusted LIBO Rate or the LIBOR 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 Representative and the Lenders by telephone telephone, e-mail 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 Notice of Conversion/Continuation Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be ineffective and any such Eurodollar Borrowing shall be converted to a Base Rate Borrowing on the last day of the then current Interest Period applicable thereto ineffective, and (ii) if any Borrowing Request requests a Eurodollar Revolving Borrowing, such Borrowing shall be made as a Base Rate an ABR Borrowing, provided, ; provided that if at any time 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 in Section 2.13(a) above, if the Administrative Agent determines has made the determination (such determination to be conclusive absent manifest error) that (i) the circumstances set forth described in Section 2.07(a2.13(a)(i) or (a)(ii) have arisen and that such circumstances are unlikely to be temporary or temporary, (ii) any applicable interest rate specified herein is no longer a widely recognized benchmark rate for newly originated loans in the circumstances set forth U.S. syndicated loan market in clause the applicable currency or (aiii) have not arisen but the applicable supervisor for the or administrator (if any) of the LIBOR Rate any applicable interest rate specified herein or a any Governmental Authority having having, or purporting to have, jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Rate any applicable interest rate specified herein shall no longer be used for determining interest rates for loansloans in the U.S. syndicated loan market in the applicable currency, then the Administrative Agent may, to the extent practicable (in consultation with the Borrower and as determined by the Administrative Agent to be generally in accordance with similar situations in other transactions in which it is serving as administrative agent or otherwise consistent with market practice generally), establish a replacement interest rate (the “Replacement Rate”), in which case, the Replacement Rate shall, subject to the next two sentences, replace such applicable interest rate for all purposes under the Loan Documents unless and until (A) an event described in Section 2.13(a)(i), (a)(ii), (b)(i), (b)(ii) or (b)(iii) occurs with respect to the Replacement Rate or (B) the Required Lenders (directly, or through the Administrative Agent) notify the Borrower that the Replacement Rate does not adequately and fairly reflect the cost to the Lenders of funding the Loans bearing interest at the Replacement Rate; provided that, if such Replacement Rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. In connection with the establishment and application of the Replacement Rate, this Agreement and the Borrower other Loan Documents shall endeavor be amended solely with the consent of the Administrative Agent and the Borrower, as may be necessary or appropriate, in the opinion of the Administrative Agent, to establish an alternate rate effect the provisions of interest this Section 2.13. Notwithstanding anything to the LIBOR Rate that gives due consideration to contrary in this Agreement or the then prevailing market convention for determining a rate other Loan Documents (including, without limitation, Section 9.02), such amendment shall become effective without any further action or consent of interest for syndicated loans in the United States at such time, and shall enter into an amendment any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the delivery of such amendment to reflect the Lenders, written notices from such alternate rate Lenders that in the aggregate constitute Required Lenders, with each such notice stating that such Lender objects to such amendment (which such notice shall note with specificity the particular provisions of interest and the amendment to which such other related changes Lender objects). To the extent the Replacement Rate is approved by the Administrative Agent in connection with this clause (b), the Replacement Rate shall be applied in a manner consistent with market practice; provided that, in each case, to this Agreement the extent such market practice is not administratively feasible for the Administrative Agent, such Replacement Rate shall be applied as may be applicableotherwise reasonably determined by the Administrative Agent (it being understood that any such modification by the Administrative Agent shall not require the consent of, or consultation with, any of the Lenders).”

Alternative Rate of Interest. (a) If at the time that the Administrative Agent shall seek to determine the LIBOR Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Borrowing, the LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Borrowing for any reason, and the Administrative Agent shall reasonably determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then (i) if such Borrowing shall be requested in Dollars, then such Borrowing shall be made as an ABR Borrowing at the Alternate Base Rate and (ii) if such Borrowing shall be requested in any Foreign Currency, the LIBO Rate shall be equal to the rate determined by the Administrative Agent, in its reasonable discretion after consultation with the Company and consented to in writing by the Company and the Required Lenders, to be reasonably comparable to the LIBO Rate as previously determined (the “Alternative Rate”); provided, however, that until such time as the Alternative Rate shall be determined and so consented to by the Required Lenders, Borrowings shall not be available in such Foreign Currency. (b) If prior to the commencement of any Interest Period for a Eurodollar Eurocurrency 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 Eurodollar Adjusted LIBO Rate or the LIBOR LIBO Rate, as applicable, for such a Loan in the applicable currency or for the applicable Interest Period; or (bii) the Administrative Agent is advised by the Required Majority in Interest of the Lenders of any Class that the Eurodollar Adjusted LIBO Rate or the LIBOR LIBO Rate, as applicable, for such a Loan in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the applicable Borrower Representative 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 Notice of Conversion/Continuation Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Eurocurrency Borrowing in the applicable currency or for the applicable Interest Period shall be ineffective and any and, (A) in the case of a Eurocurrency Borrowing denominated in Dollars, unless repaid, such Eurodollar Borrowing shall be converted to a Base Rate an ABR Borrowing on the last day of the then current applicable Interest Period and (B) in the case of a Eurocurrency Borrowing denominated in a Foreign Currency, such Eurocurrency Borrowing shall be repaid on the last day of the applicable thereto and Interest Period, (ii) if any Borrowing Request requests a Eurodollar BorrowingEurocurrency Borrowing in Dollars, such Borrowing shall be made as an ABR Borrowing and (iii) if any Borrowing Request requests a Base Rate Borrowing, provided, that if at any time the Administrative Agent determines that (i) the circumstances set forth Eurocurrency Revolving Borrowing denominated in Section 2.07(a) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator of the LIBOR Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loansForeign Currency, then the Administrative Agent and LIBO Rate for such Eurocurrency Borrowing shall be the Borrower Alternative Rate; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall endeavor to establish an alternate rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicablepermitted.

Alternative Rate of Interest. (a) If prior to the commencement of any Interest Period for a 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 Eurodollar Adjusted LIBO Rate or the LIBOR LIBO Rate, as applicable, for such Interest Period; or (bii) the Administrative Agent is advised by the Required Lenders that the Eurodollar Adjusted LIBO Rate or the LIBOR 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 Representative and the Lenders by telephone telephone, e-mail 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 Notice of Conversion/Continuation Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be ineffective and any such Eurodollar Borrowing shall be converted to a Base Rate Borrowing on the last day of the then current Interest Period applicable thereto ineffective, and (ii) if any Borrowing Request requests a Eurodollar Revolving Borrowing, such Borrowing shall be made as a Base Rate an ABR Borrowing, provided, ; provided that if at any time 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 in Section 2.13(a) above, if the Administrative Agent determines has made the determination (such determination to be conclusive absent manifest error) that (i) the circumstances set forth described in Section 2.07(a2.13(a)(i) or (a)(ii) have arisen and that such circumstances are unlikely to be temporary or temporary, (ii) any applicable interest rate specified herein is no longer a widely recognized benchmark rate for newly originated loans in the circumstances set forth U.S. syndicated loan market in clause the applicable currency or (aiii) have not arisen but the applicable supervisor for the or administrator (if any) of the LIBOR Rate any applicable interest rate specified herein or a any Governmental Authority having having, or purporting to have, jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Rate any applicable interest rate specified herein shall no longer be used for determining interest rates for loansloans in the U.S. syndicated loan market in the applicable currency, then the Administrative Agent and may, to the extent practicable (in consultation with the Borrower shall endeavor and as determined by the Administrative Agent to be generally in accordance with similar situations in other transactions in which it is serving as administrative agent or otherwise consistent with market practice generally), establish an alternate a replacement interest rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable.(the

Alternative Rate of Interest. (a) If prior to the commencement first day of any Interest Period for a Eurodollar BorrowingPeriod: (ai) the Administrative Agent determines shall have determined (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Eurodollar Base Rate or the LIBOR Eurodollar Rate, as applicableapplicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period; , or (bii) the Administrative Agent is advised by shall have received notice from the Required Lenders that the Eurodollar Base Rate or the LIBOR Eurodollar Rate, as applicable, determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans included in such Borrowing for during such Interest Period; , then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower Representative relevant Borrowers and the Lenders by telephone or telecopy as promptly soon as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to thereafter. If such notice no longer existis given (x) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (iy) any Notice Loans that were to have been converted on the first day of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a such Interest Period to Eurodollar Borrowing Loans shall be ineffective continued as ABR Loans and (z) any such outstanding Eurodollar Borrowing Loans shall be converted to a Base Rate Borrowing converted, on the last day of the then then-current Interest Period applicable thereto and (ii) if any Borrowing Request requests a Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Borrowing, such Borrowing Loans shall be made or continued as a Base Rate Borrowingsuch, provided, that if nor shall any Borrower have the right to convert Loans to Eurodollar Loans. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 2.07(aclause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (aa)(i) have not DocID \\DC - 036150/000014 - 15261895 v6 arisen but the supervisor for the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower Borrowers shall endeavor to establish an alternate rate of interest to the LIBOR Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 10.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.11(b), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that requests the conversion of any Loan to, or continuation of any Loan as, a Eurodollar Loan shall be ineffective and (y) if any notice of borrowing requests a Eurodollar Loan, such Loan shall be made as an ABR Loan; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

Alternative Rate of Interest. (a) If at the time that the Administrative Agent shall seek to determine the LIBOR Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Borrowing, the LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Borrowing for any reason, and the Administrative Agent shall reasonably determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then (i) if such Borrowing shall be requested in Dollars, then such Borrowing shall be made as an ABR Borrowing at the Alternate Base Rate and (ii) if such Borrowing shall be requested in any Foreign Currency, the LIBO Rate shall be equal to the rate determined by the Administrative Agent, in its reasonable discretion after consultation with the Company and consented to in writing by the Company and the Required Lenders, to be reasonably comparable to the LIBO Rate as previously determined (the “Alternative Rate”); provided, however, that until such time as the Alternative Rate shall be determined and so consented to by the Required Lenders, Borrowings shall not be available in such Foreign Currency. (b) If prior to the commencement of any Interest Period for a Eurodollar Eurocurrency 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 Eurodollar Adjusted LIBO Rate or the LIBOR LIBO Rate, as applicable, for such a Loan in the applicable currency or for the applicable Interest Period; or (bii) the Administrative Agent is advised by the Required Majority in Interest of the Lenders of any Class that the Eurodollar Adjusted LIBO Rate or the LIBOR LIBO Rate, as applicable, for such a Loan in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Representative 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 Notice of Conversion/Continuation Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Eurocurrency Borrowing in the applicable currency or for the applicable Interest Period shall be ineffective and any and, (A) in the case of a Eurocurrency Borrowing denominated in Dollars, unless repaid, such Eurodollar Borrowing shall be converted to a Base Rate an ABR Borrowing on the last day of the then current applicable Interest Period and (B) in the case of a Eurocurrency Borrowing denominated in a Foreign Currency, such Eurocurrency Borrowing shall be repaid on the last day of the applicable thereto and Interest Period, (ii) if any Borrowing Request requests a Eurodollar BorrowingEurocurrency Borrowing in Dollars, such Borrowing shall be made as an ABR Borrowing and (iii) if any Borrowing Request requests a Base Rate Borrowing, provided, that if at any time the Administrative Agent determines that (i) the circumstances set forth Eurocurrency Revolving Borrowing denominated in Section 2.07(a) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator of the LIBOR Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loansForeign Currency, then the Administrative Agent and LIBO Rate for such Eurocurrency Borrowing shall be the Borrower Alternative Rate; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall endeavor to establish an alternate rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicablepermitted.

Alternative Rate of Interest. (a) If prior to the commencement first day of any Interest Period for a Eurodollar BorrowingPeriod: (ai) the Administrative Agent determines shall have determined in good faith (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Eurodollar LIBO Rate or the LIBOR Adjusted LIBO Rate, as applicable (including, without limitation, because the LIBO Screen Rate is not available or published on a current basis), for such Interest Period, or (ii) the Administrative Agent shall have received notice from the Majority Lenders that the LIBO Rate or the Adjusted LIBO Rate, as applicable, for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Eurodollar Rate determined or the LIBOR Rate, as applicable, to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as given in good faith and conclusively certified by such Lenders) of making or maintaining their affected Loans included in such Borrowing for during such Interest Period; then , the Administrative Agent shall give email or telephonic notice thereof to the Borrower Representative and the Lenders by telephone or telecopy as promptly soon as practicable thereafter andthereafter. If such notice is given, until (w) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, provided, that, notwithstanding the provisions of subsection 2.4, the Borrower may cancel the request for such LIBOR Loan by written notice to the Administrative Agent notifies one Business Day prior to the first day of such Interest Period and the Borrower shall not be subject to any liability pursuant to subsection 3.11 with respect to such cancelled request, (x) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be continued as ABR Loans, and (y) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to LIBOR Loans. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace the LIBO Rate with a Benchmark Replacement. The parties shall use commercially reasonable efforts to satisfy any applicable Internal Revenue Service guidance, including Proposed Treasury Regulation Section 1.1001-6 and any future guidance, to the effect that any Benchmark Replacement will not result in a deemed exchange of any Loan under this Agreement for U.S. federal income tax purposes. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower, so long as the Administrative Agent has not received, by such time, written notice of objection to such proposed amendment from Lenders comprising the Majority Lenders; provided that, with respect to any proposed amendment containing any SOFR-Based Rate, the Lenders shall be entitled to object only to the Benchmark Replacement Adjustment contained therein. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Majority Lenders have delivered to the Administrative Agent written notice that Majority Lenders accept such amendment. No replacement of LIBO Rate with a Benchmark Replacement will occur prior to the applicable Benchmark Transition Start Date. (c) 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. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark 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 and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the circumstances giving rise Administrative Agent or Lenders pursuant to such this Section 3.6, 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, 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 hereto, except, in each case, as expressly required pursuant to this Section 3.6. (e) Upon the Borrower’s receipt of notice no longer existof the commencement of a Benchmark Unavailability Period, (i) any Notice of Conversion/Continuation Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Eurocurrency Borrowing shall be ineffective and any such Eurodollar Borrowing shall be converted to a Base Rate Borrowing on the last day of the then current Interest Period applicable thereto ineffective, and (ii) if any Borrowing Request requests a Eurodollar Eurocurrency Borrowing, such Borrowing shall be made as a Base Rate an ABR Borrowing, provided, that if at any time the Administrative Agent determines that (i) the circumstances set forth in Section 2.07(a) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator of the LIBOR Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable.

Alternative Rate of Interest. (a) If prior to the commencement of any Interest Period for a 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 Eurodollar Rate Adjusted LIBOR or the LIBOR RateLIBOR, as applicableapplicable (including, without limitation, 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 Lenders that the Eurodollar Rate Adjusted LIBOR or the LIBOR RateLIBOR, 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 via telephone or telecopy Electronic Platform or electronic mail as provided in Section 11.7 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, the provisions of clause (ic) any Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing this Section 2.15 shall be ineffective and any such Eurodollar Borrowing shall be converted to a Base Rate Borrowing on the last day of the then current Interest Period applicable thereto and apply. (iib) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as a Base Rate Borrowing, provided, that if If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 2.07(a2.15(a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause Section 2.15 (aa)(i) have not arisen but the supervisor for the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement (w) that the administrator of the LIBOR Screen Rate is insolvent, (x) identifying a specific date when the LIBOR Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator identified by it), (y) identifying a specific date when the LIBOR Screen Rate will permanently or indefinitely cease to be published or (z) identifying a specific date after which the LIBOR Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 9.2, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest and other related changes (including, to the extent necessary, corresponding changes to the definition of “Applicable Margin” and other definitions referenced therein) is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. (c) Until an alternative rate of interest shall be determined in accordance with Section 2.15(a) or Section 2.15(b) above (but, in the case of the circumstances described in sub-sections (w), (x) and (y) of the first sentence of Section 2.15(b)(ii), only to the extent the LIBOR Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective, and (y) if any Notice of Borrowing Request requests a Borrowing of a Eurodollar Loan, such Borrowing shall be made as an Base Rate Loan, provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

Alternative Rate of Interest. If prior (a) Subject to the commencement clauses (b), (c), (d), (e) and (f) of any Interest Period for a Eurodollar Borrowingthis Section 3.03, if: (ai) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Eurodollar Adjusted Term SOFR Rate or the LIBOR Rate, as applicableTerm SOFR Rate (including because the Term SOFR Reference 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 prior to the Eurodollar commencement of any Interest Period for a Term Benchmark Borrowing, the Adjusted Term SOFR Rate or the 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 give notice thereof to the Borrower Representative and the Lenders by telephone telephone, telecopy or telecopy electronic mail as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer existexist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.04 or a new Borrowing Request in accordance with the terms of Section 2.02, (i) any Notice of Conversion/Continuation Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Term Benchmark Borrowing and any Borrowing Request that requests a Term Benchmark Borrowing shall instead be ineffective and any such Eurodollar deemed to be an Interest Election Request or a Borrowing shall be converted to Request, as applicable, for a Base Rate Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted. Furthermore, if any Term Benchmark Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 3.03(a) with respect to a Adjusted Term SOFR Rate applicable to such Term Benchmark Loan, then until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.04 or a new Borrowing Request in accordance with the terms of Section 2.02, any Term Benchmark Loan shall on the last day of the then current Interest Period applicable thereto to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, a Base Rate Loan. (b) Notwithstanding anything to the contrary herein or in any other Credit Document, if a Benchmark 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 (x) if a Benchmark Replacement is determined in accordance with clause (1) 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 Credit 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 Credit Agreement or any other Credit Document and (y) if a Benchmark Replacement is determined in accordance with clause (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 Credit Document in respect of any Benchmark setting at or after 5:00 p.m. 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 Credit Agreement or any other Credit 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 Credit Document, 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 Credit Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Credit Agreement or any other Credit Document. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (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 3.03, 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 Credit Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 3.03. (e) Notwithstanding anything to the contrary herein or in any other Credit 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 the Term SOFR 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 any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as a Base Rate Borrowing, provided, tenor that if at any time the Administrative Agent determines that was removed pursuant to clause (i) the circumstances set forth in Section 2.07(aabove either (A) have arisen and such circumstances are unlikely to be temporary is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (iiB) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator of the LIBOR Rate is not, or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Rate shall is no longer, subject to an announcement that it is or will no longer be used representative for determining interest rates for loansa Benchmark (including a Benchmark Replacement), then the Administrative Agent and may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (f) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower shall endeavor may revoke any request for a Term Benchmark Borrowing of, conversion to establish or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to a Base Rate Borrowing. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an alternate rate Available Tenor, the component of interest Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate. Furthermore, if any Term Benchmark Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to the LIBOR Rate that gives due consideration Adjusted Term SOFR Rate, then until such time as a Benchmark Replacement is implemented pursuant to this Section 3.03, any Term Benchmark Loan shall on the then prevailing market convention for determining last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a rate of interest for syndicated loans in Business Day), be converted by the United States at such timeAdministrative Agent to, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicableconstitute, a Base Rate Loan.

Alternative Rate of Interest. If prior to the commencement of any the Interest Period for a Eurodollar Borrowing: (a) the Administrative Agent reasonably determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Eurodollar Adjusted LIBOR Rate or the LIBOR Rate, as applicable, for such Interest Period; or; (b) the Administrative Agent is advised by the Required Lenders that the Eurodollar Adjusted LIBOR Rate or the LIBOR Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; or (c) Administrative Agent is advised by a Lender that it has become unlawful for such Lender to honor its obligation to make or maintain Eurodollar Loans hereunder; then the Administrative Agent shall give notice thereof to the Borrower Representative 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 Notice of Conversion/Continuation Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and any such Eurodollar Borrowing shall be converted (in the case of clause (c) above, only as to a Base Rate Borrowing on the last day of the then current Interest Period applicable thereto and affected Lender), (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as a Base Rate BorrowingBorrowing (in the case of clause (c) above, provided, only as to the affected Lender); provided that if at the circumstances giving rise to such notice do not affect all the Lenders, then requests by Borrower for Eurodollar Borrowings may be made to Lenders that are not affected thereby and (iii) if in accordance with clause (c) above any time the Administrative Agent Lender determines that it is no longer lawful for such Lender or its applicable lending office (isubject to Section 2.14) the circumstances set forth in Section 2.07(a) have arisen and such circumstances are unlikely to be temporary maintain any existing Eurodollar Loans, or (ii) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator of to continue to charge interest rates based upon the LIBOR Rate or a Governmental Authority having jurisdiction over the Rate, then, on notice thereof by such Lender to Borrower through Administrative Agent has made a public statement identifying a specific date after which the LIBOR Rate Agent, any obligation of such Lender to continue Eurodollar Loans shall no longer be used for determining interest rates for loans, then the suspended until such Lender notifies Administrative Agent and Borrower that the Borrower circumstances giving rise to such determination no longer exist and, in such event, all Eurodollar Loans or such Lender shall endeavor be converted to establish an alternate rate Base Rate Loans, either on the last day of interest the Interest Period thereof, if such Lender may lawfully continue to the LIBOR Rate that gives due consideration maintain such Eurodollar Loans to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such timeday, and shall enter into an amendment or immediately, if such Lender may not lawfully continue to this Agreement to reflect maintain such alternate rate of interest and such other related changes to this Agreement as may be applicableEurodollar Loans.

Alternative Rate of Interest. (a) If prior to the commencement first day of any Interest Period for a Eurodollar BorrowingPeriod: (ai) the Administrative Agent determines shall have determined (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Eurodollar Base Rate or the LIBOR Eurodollar Rate, as applicableapplicable (including, without limitation, because the Screen Rate is not available or published on a current basis), for such Interest Period; , or (bii) the Administrative Agent is advised by shall have received notice from the Required Lenders that the Eurodollar Base Rate or the LIBOR Eurodollar Rate, as applicable, determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans included in such Borrowing for during such Interest Period; , then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower Representative relevant Borrowers and the Lenders by telephone or telecopy as promptly soon as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to thereafter. If such notice no longer existis given (x) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (iy) any Notice Loans that were to have been converted on the first day of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a such Interest Period to Eurodollar Borrowing Loans shall be ineffective continued as ABR Loans and (z) any such outstanding Eurodollar Borrowing Loans shall be converted to a Base Rate Borrowing converted, on the last day of the then then-current Interest Period applicable thereto and (ii) if any Borrowing Request requests a Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Borrowing, such Borrowing Loans shall be made or continued as a Base Rate Borrowingsuch, provided, that if nor shall any Borrower have the right to convert Loans to Eurodollar Loans. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 2.07(aclause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (aa)(i) have not arisen but the supervisor for the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower Borrowers shall endeavor to establish an alternate rate of interest to the LIBOR Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 10.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.11(b), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any interest election by any Borrower that requests the conversion of any Loan to, or continuation of any Loan as, a Eurodollar Loan shall be ineffective and (y) if any notice of borrowing requests a Eurodollar Loan, such Loan shall be made as an ABR Loan; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

Alternative Rate of Interest. If (a) Notwithstanding anything to the contrary herein or in any other Credit Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrowers may amend this Agreement to replace the LIBO Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrowers unless the Administrative Agent has received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders of each Class. No replacement of the LIBO Rate with a Benchmark Replacement pursuant to Section 2.17 will occur prior to the commencement of any Interest Period for a Eurodollar Borrowing:applicable Benchmark Transition Start Date. (ab) In connection with the implementation of a Benchmark Replacement, the Administrative Agent determines 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; provided that, the Administrative Agent shall give the Borrowers at least ten (10) Business Days’ advance written notice of any pending Benchmark Replacement Conforming Changes and the proposed date of the implementation thereof (the “Implementation Date”), and if any Borrower notifies the Administrative Agent in writing prior to the Implementation Date that it objects to such Benchmark Replacement Conforming Changes, such Benchmark Replacement Conforming Changes shall not take effect, and the Administrative Agent and the Borrowers shall endeavor to identify alternative Benchmark Replacement Conforming Changes, which alternate Benchmark Replacement Conforming Changes shall take effect in accordance with this Section 2.17(b). (c) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 2.17, including any determination shall 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, will be conclusive and binding absent manifest error) that adequate error and reasonable means do not exist for ascertaining the Eurodollar Rate may be made in its or the LIBOR Ratetheir sole discretion and without consent from any other party hereto, except, in each case, as applicable, for such Interest Period; orexpressly required pursuant to this Section 2.17. (bd) Upon the Administrative Agent is advised by Borrower’s receipt of notice of the Required Lenders that the Eurodollar Rate or the LIBOR Ratecommencement of a Benchmark Unavailability Period, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Representative and the Lenders by telephone or telecopy as promptly as practicable thereafter andmay revoke any request for a LIBOR Loan of, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise conversion to such notice no longer exist, (i) any Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of LIBOR Loans to be made, converted or continued during any Borrowing asBenchmark Unavailability Period and, a Eurodollar Borrowing shall failing that, the Borrower will be ineffective and deemed to have converted any such Eurodollar request into a request for a Borrowing shall be converted of or conversion to a Base ABR Loans. During any Benchmark Unavailability Period, the component of ABR based upon the LIBO Rate Borrowing on the last day of the then current Interest Period applicable thereto and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as a Base Rate Borrowing, provided, that if at any time the Administrative Agent determines that (i) the circumstances set forth in Section 2.07(a) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a) have will not arisen but the supervisor for the administrator of the LIBOR Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate in any determination of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicableABR.