Common use of Changed Circumstances Clause in Contracts

Changed Circumstances. (a) The Administrative Agent may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor Loans. (ii) The continuation of or conversion of any Loan to a Libor Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent advises the Borrowers’ Representative of an occurrence described in Section 2.23(a), then, until the Administrative Agent notifies the Borrowers’ Representative that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative to select the affected interest rate as otherwise applicable to any Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative had given the Administrative Agent with respect to any Libor Loan, the time for action with respect to which has not occurred prior to the Administrative Agent’s having given notice pursuant to Section 2.23(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may advise give the Borrowers’ Representative Lead Borrower notice that: (in reasonable detail as to the facts and circumstances thereofi) that the The Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of on any of date on which the following: (i) Adequate Index Rate would otherwise be set that adequate and fair means do not exist for ascertaining the rate for Libor Loans.such rate; (ii) The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that (A) the continuation of of, or conversion of any Tranche A Loan to a Libor to, an Index Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Tranche A Lender in good faith with any Applicable Law.applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); or (iiiB) The indices on which the interest rates for Libor Index Loans are based shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit Tranche A Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent advises gives the Borrowers’ Representative Lead Borrower notice of an occurrence described in Section 2.23(a), then, until the Administrative Agent notifies the Borrowers’ Representative Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or each Tranche A Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Lead Borrower to select the affected interest rate as otherwise applicable to any Tranche A Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Lead Borrower had given the Administrative Agent with respect to any Libor Index Loan, the time for action with respect to which has not occurred prior to the Administrative Agent’s 's having given notice pursuant to Section 2.23(a2.23(b), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Borrower that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor Loans. (ii) The continuation of or conversion of any Revolving Credit Loan to a Libor Loan has been made impracticable impossible or unlawful by the occurrence after the date of this Agreement of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor Loans are based shall no longer fairly and adequately represent the effective cost to the Administrative Agent or any Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent advises the Borrowers’ Representative Borrower of an occurrence described in Section 2.23(a2-21(a), then, until the Administrative Agent notifies the Borrowers’ Representative Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Borrower had given the Administrative Agent with respect to any Libor Loan, the time for action with respect to which has not occurred prior to the Administrative Agent’s having given notice pursuant to Section 2.23(a)2-21(a) above, shall be deemed at the option of the Administrative Agent to not having been givenbe given for a Base Margin Loan.

Changed Circumstances. (a) The Administrative Agent may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor Loans. (ii) The continuation of or conversion of any Revolving Credit Loan to a Libor Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent advises the Borrowers’ Representative of an occurrence described in Section 2.23(a2.21(a), then, until the Administrative Agent notifies the Borrowers’ Representative that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative had given the Administrative Agent with respect to any Libor Loan, the time for action with respect to which has not occurred prior to the Administrative Agent’s having given notice pursuant to Section 2.23(a2.21(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Lead Borrower that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor Eurodollar Loans.; (ii) The continuation of or conversion of any Loan to a Libor Eurodollar Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Lender in good faith with any Applicable Law.; or (iii) The indices on which the interest rates for Libor Eurodollar Loans are based shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent advises the Borrowers’ Representative Lead Borrower of an occurrence described in Section 2.23(a2.21(a), then, until the Administrative Agent notifies the Borrowers’ Representative Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The the obligation of the Administrative Agent or each Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Lead Borrower to select the affected interest rate as otherwise applicable to any Loans shall be suspended.; and (ii) Any any notice which the Borrowers’ Representative Lead Borrower had given the Administrative Agent with respect to any Libor Eurodollar Loan, the time for action with respect to which has not occurred prior to the Administrative Agent’s 's having given notice pursuant to Section 2.23(a2.21(a), shall be deemed at the option of the Administrative Agent to not having have been given.

Changed Circumstances. (a) The Administrative Agent may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Borrower that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor LIBOR Loans. (ii) The continuation of or conversion of any Loan to a Libor LIBOR Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor LIBOR Loans are based shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent advises the Borrowers’ Representative Borrower of an occurrence described in Section 2.23(a2.21(a), then, until the Administrative Agent notifies the Borrowers’ Representative Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Revolving Credit Lender or Term Loan Lender, as applicable to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans or all or any portion of the Term Loan shall be suspended. (ii) Any notice which the Borrowers’ Representative Borrower had given the Administrative Agent with respect to any Libor LIBOR Loan, the time for action with respect to which has not occurred prior to the Administrative Agent’s having given notice pursuant to Section 2.23(a2.21(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) Subject to the provisions of this Agreement, the Borrowers shall have the option (A) as of any date, to convert all or any part of Base Margin Loans to, or request that new Revolving Credit Loans be made as, Index Loans of various Interest Periods, (B) as of the last day of any Interest Period, to continue all or any portion of the relevant Index Loans as Index Loans; (C) as of the last day of any Interest Period, to convert all or any portion of the Index Loans to Base Margin Loans; and (D) at any time, to request new Revolving Credit Loans as Base Margin Loans; provided, that Revolving Credit Loans may not be continued as or converted to Index Loans, if the continuation or conversion thereof would violate the provisions of Sections 2.21(b) or 2.21(c) of this Agreement or if an Event of Default has occurred and is continuing. (b) The Administrative Agent may advise Agent’s determination of the Borrowers’ Representative (in reasonable detail Index Rate as to the facts and circumstances thereof) that provided above shall be conclusive. Furthermore, if the Administrative Agent has made or the Lenders determines, in good faith determination (which determinationdetermination shall be conclusive), prior to the commencement of any Interest Period that (A) U.S. Dollar deposits of sufficient amount and maturity for funding the Revolving Credit Loans are not available to the Administrative Agent or the Lenders in the absence London Interbank Eurodollar market in the ordinary course of manifest errorbusiness, shall be final and conclusiveor (B) by reason of any of circumstances affecting the following: (i) Adequate London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applicable to the Revolving Credit Loans requested by the Borrowers to be Index Loans or the Revolving Credit Loans bearing interest at the rates set forth in this Agreement shall not represent the effective pricing to the Administrative Agent for Libor LoansU.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve requirements required by Regulation D to the extent not given effect in determining the rate), the Administrative Agent shall promptly notify the Lead Borrower and (1) all existing Index Loans shall convert to Base Margin Loans upon the end of the applicable Interest Period, and (2) no additional Index Loans shall be made until such circumstances are cured. (iic) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over the Agent, the Lenders or their respective lending offices (a “Regulatory Change”), shall, in the opinion of counsel to the Agent or the Lenders, make it unlawful for the Agent or the Lenders to make or maintain Index Loans, then the Administrative Agent shall promptly notify the Lead Borrower and (A) the Index Loans shall immediately convert to Base Margin Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law and (B) no additional Index Loans shall be made until such circumstance is cured. (d) If, for any reason, an Index Loan is paid prior to the last Business Day of any Interest Period or if an Index Loan does not occur on a date specified by the Lead Borrower in its request (other than as a result of a default by the Agent or the Lenders), the Borrowers agree to indemnify the Agent and the Lenders against any loss (including any loss on redeployment of the deposits or other funds acquired by the Agent or the Lenders to fund or maintain such Index Rate Loan) cost or expense incurred by the Agent or the Lenders as a result of such prepayment or failure to occur. (e) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, the Agent or the Lenders; (B) subject the Agent, the Lenders or the Index Loans to any Tax or change the basis of taxation of payments to the Agent or the Lenders of principal or interest due from the Borrowers to the Agent or the Lenders hereunder (other than a change in the taxation of the overall net income of the Agent or the Lenders); or (C) impose on the Agent or the Lenders any other condition regarding the Index Loans or the Agent’s or Lenders’ funding thereof, and the Administrative Agent or Lenders shall determine (which determination shall be conclusive) that the result of the foregoing is to increase the cost to the Agent or the Lenders of making or maintaining the Index Loans or to reduce the amount of principal or interest received by the Agent or Lenders hereunder, then the Borrowers shall pay to the Agent or the Lenders, on demand, such additional amounts as the Administrative Agent or the Lenders shall, from time to time, determine are sufficient to compensate and indemnify the Agent or Lenders from such increased cost or reduced amount. Each Lender will use reasonable efforts to designate a different lending office for the Liabilities if such designation will avoid the need for, or reduce the amount of such compensation and will not, in the reasonable opinion of such Lender (including, without limitation, by reason of any economic, legal, or regulatory cost or disadvantage that such Lender may bear or suffer by reason of such designation). (f) The continuation Agent and Lenders shall receive payments of amounts of principal of and interest with respect to the Index Loans free and clear of, and without deduction for, any Taxes. If (A) the Agent or conversion any Lender shall be subject to any Tax in respect of any Loan Index Loans or any part thereof or, (B) the Borrowers shall be required to a Libor Loan has been made impracticable withhold or unlawful by deduct any Tax from any such amount, the occurrence of a contingency that materially and adversely affects the Index Rate applicable market or the compliance to such Index Loans shall be adjusted by the Administrative Agent or any such Lender to reflect all additional costs incurred by the Agent or such Lender in good faith connection with the payment by the Agent or such Lender or the withholding by the Borrowers of such Tax and the Borrowers shall provide the Agent or such Lender with a statement detailing the amount of any Applicable Law. (iii) The indices on which such Tax actually paid by the interest rates for Libor Loans are based shall no longer represent the effective cost to Borrowers. Determination by the Administrative Agent or such Lender of the amount of such costs shall be conclusive absent manifest error. If after any Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent advises the Borrowers’ Representative such adjustment any part of an occurrence described in Section 2.23(a), then, until the Administrative Agent notifies the Borrowers’ Representative that the circumstances giving rise to such notice no longer apply: (i) The obligation of any Tax paid by the Agent or each such Lender is subsequently recovered by the Agent or such Lender, the Agent or such Lender, as applicable, shall reimburse the Borrowers to make loans the extent of the type affected by such changed circumstances or to permit the Borrowers’ Representative to select the affected interest rate as otherwise applicable to any Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative had given the Administrative Agent with respect to any Libor Loan, the time for action with respect to which has not occurred prior to the Administrative Agent’s having given notice pursuant to Section 2.23(a), shall be deemed at the option amount so recovered. A certificate of an officer of the Administrative Agent to not having been givenor such Lender setting forth the amount of such recovery and the basis therefor shall be conclusive absent manifest error.

Changed Circumstances. (a) The Administrative Agent may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Borrower that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor LIBOR Loans. (ii) The continuation of or conversion of any Revolving Credit Loan to a Libor LIBOR Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor LIBOR Loans are based shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent advises the Borrowers’ Representative Borrower of an occurrence described in Section 2.23(a2.21(a), then, until the Administrative Agent notifies the Borrowers’ Representative Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Borrower had given the Administrative Agent with respect to any Libor LIBOR Loan, the time for action with respect to which has not occurred prior to the Administrative Agent’s 's having given notice pursuant to Section 2.23(a2.21(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent Lender may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Borrower that the Administrative Agent Lender has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor Loans. (ii) The continuation of or conversion of any Revolving Credit Loan to a Libor Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent Lender advises the Borrowers’ Representative Borrower of an occurrence described in Section 2.23(a2.20(a), then, until the Administrative Agent Lender notifies the Borrowers’ Representative Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent Lender or each the Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Borrower had given the Administrative Agent Lender with respect to any Libor Loan, the time for action with respect to which has not occurred prior to the Administrative Agent’s Lender's having given notice pursuant to Section 2.23(a2.11(a), shall be deemed at the option of the Administrative Agent Lender to not having been given.. Article 3

Changed Circumstances. (a) The Administrative Agent may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Borrower that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor LIBOR Loans. (ii) The continuation of or conversion of any Revolving Credit Loan to a Libor LIBOR Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor LIBOR Loans are based shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent advises the Borrowers’ Representative Borrower of an occurrence described in Section 2.23(a2.21(a), then, until the Administrative Agent notifies the Borrowers’ Representative Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Borrower had given the Administrative Agent with respect to any Libor LIBOR Loan, the time for action with respect to which has not occurred prior to the Administrative Agent’s having given notice pursuant to Section 2.23(a2.21(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent Lender may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Borrower that the Administrative Agent Lender has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor Loans. (ii) The continuation of of, or conversion of any Revolving Credit Loan to to, a Libor Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent Lender advises the Borrowers’ Representative Borrower of an occurrence described in Section 2.23(a2.20(a), then, until the Administrative Agent Lender notifies the Borrowers’ Representative Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Borrower had given the Administrative Agent Lender with respect to any Libor Loan, the time for action with respect to which has not occurred prior to the Administrative AgentLender’s having given notice pursuant to Section 2.23(a2.12(a), shall be deemed at the option of the Administrative Agent Lender to not having been given.

Changed Circumstances. (a) The Administrative Agent Lender may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Lead Borrower that the Administrative Agent Lender has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor LIBOR Loans. (ii) The continuation of of, or conversion of any Revolving Credit Loan to to, a Libor LIBOR Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor LIBOR Loans are based shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit Lender for U.S. dollar deposits in the London interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent Lender advises the Borrowers’ Representative Lead Borrower of an occurrence described in Section 2.23(a(a), then, until the Administrative Agent Lender notifies the Borrowers’ Representative Lead Borrower that the circumstances giving rise to such notice no longer apply:apply (which notice the Lender shall give promptly after it has knowledge thereof): (i) The obligation of the Agent or each Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Lead Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Lead Borrower had given the Administrative Agent Lender with respect to any Libor LIBOR Loan, the time for action with respect to which has not occurred prior to the Administrative AgentLender’s having given notice pursuant to Section 2.23(a(a), shall be deemed at the option of the Administrative Agent Lender to not having been given.

Changed Circumstances. (a) The Administrative Agent may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor LoansLoans . (ii) The continuation of or conversion of any Revolving Credit Loan to a Libor Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent advises the Borrowers’ Representative of an occurrence described in Section 2.23(a2.21(a), then, until the Administrative Agent notifies the Borrowers’ Representative that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative had given the Administrative Agent with respect to any Libor Loan, the time for action with respect to which has not occurred prior to the Administrative Agent’s having given notice pursuant to Section 2.23(a2.21(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Borrowers that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor LIBOR Loans. (ii) The continuation of or conversion of any Loan to a Libor LIBOR Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor LIBOR Loans are based shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent advises the Borrowers’ Representative Borrowers of an occurrence described in Section 2.23(a2.21(a), then, until the Administrative Agent notifies the Borrowers’ Representative Borrowers that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Revolving Credit Lender or Term Loan Lender, as applicable to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Borrowers to select the affected interest rate as otherwise applicable to any Revolving Credit Loans or all or any portion of the Term Loan shall be suspended. (ii) Any notice which the Borrowers’ Representative Lead Borrower had given the Administrative Agent with respect to any Libor LIBOR Loan, the time for action with respect to which has not occurred prior to the Administrative Agent’s having given notice pursuant to Section 2.23(a2.21(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Borrower that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor LIBOR Loans. (ii) The continuation of or conversion of any Revolving Credit Loan to a Libor LIBOR Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor LIBOR Loans are based shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent advises the Borrowers’ Representative Borrower of an occurrence described in Section 2.23(a2.20(a), then, until the Administrative Agent notifies the Borrowers’ Representative Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or each Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Borrower had given the Administrative Agent with respect to any Libor LIBOR Loan, the time for action with respect to which has not occurred prior to the Administrative Agent’s having given notice pursuant to Section 2.23(a2.20(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Lead Borrower that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor Loans. (ii) The continuation of or conversion of any Revolving Credit Loan to a Libor Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent advises the Borrowers’ Representative Lead Borrower of an occurrence described in Section 2.23(a2-18(a), then, until the Administrative Agent notifies the Borrowers’ Representative Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or each Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Lead Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Lead Borrower had given the Administrative Agent with respect to any Libor Loan, the time for action with respect to which has not occurred prior to the Administrative Agent’s 's having given notice pursuant to Section 2.23(a2-18(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may advise give the Borrowers’ Representative (in reasonable detail as to Borrower notice of the facts and circumstances thereof) that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, shall be final and conclusive) of any occurrence of the following: (i) Adequate The Agent shall have determined in good faith (which determination shall be final and conclusive) on any day on which the rate for a Libor Loan would otherwise be set, that adequate and fair means do not exist for ascertaining the rate for Libor Loanssuch rate. (ii) The Agent shall have determined in good faith (which determination shall be final and conclusive) that: (A) The continuation of or conversion of any Revolving Credit Loan to a Libor Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Lender in good faith with any Applicable Lawapplicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law). (iiiB) The indices on which the interest rates for Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent advises gives the Borrowers’ Representative Borrower notice of an occurrence described in Section 2.23(a2-19(a), then, until the Administrative Agent notifies the Borrowers’ Representative Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or and of each Lender to make loans Libor Loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Borrower had given the Administrative Agent with respect to any Libor Loan, the time for action with respect to which has not occurred prior to the Administrative Agent’s 's having given notice pursuant to Section 2.23(a2-19(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Lead Borrower that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor LIBOR Loans. (ii) The continuation of or conversion of any Revolving Credit Loan to a Libor LIBOR Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor LIBOR Loans are based shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent advises the Borrowers’ Representative Lead Borrower of an occurrence described in Section 2.23(a), then, until the Administrative Agent notifies the Borrowers’ Representative Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Lead Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Lead Borrower had given the Administrative Agent with respect to any Libor LIBOR Loan, the time for action with respect to which has not occurred prior to the Administrative Agent’s 's having given notice pursuant to Section 2.23(a2.11(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Borrower that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor Loans. (ii) The continuation of or conversion of any Revolving Credit Loan to a Libor Loan has been made impracticable impossible or unlawful by the occurrence after the date of this Agreement of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor Loans are based shall no longer fairly and adequately represent the effective cost to the Administrative Agent or any Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent advises the Borrowers’ Representative Borrower of an occurrence described in Section 2.23(a), then, until the Administrative Agent notifies the Borrowers’ Representative Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) . Any notice which the Borrowers’ Representative Borrower had given the Administrative Agent with respect to any Libor Loan, the time for action with respect to which has not occurred prior to the Administrative Agent’s 's having given notice pursuant to Section 2.23(a)above, shall be deemed at the option of the Administrative Agent to not having been givenbe given for a Base Margin Loan.

Changed Circumstances. (a) The Administrative Agent may advise give the Borrowers’ Representative (in reasonable detail as to Lead Borrower notice of the facts and circumstances thereof) that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, shall be final and conclusive) of any occurrence of the following: (i). The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) Adequate on any day on which the rate for a Libor Loan would otherwise be set, that adequate and fair means do not exist for ascertaining the rate for Libor Loanssuch rate. (ii). The Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that: (A) The continuation of or conversion of any Revolving Credit Loan to a Libor Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Working Capital Lender in good faith with any Applicable Lawapplicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law). (iiiB) The indices on which the interest rates for Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit Working Capital Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent advises gives the Borrowers’ Representative Lead Borrower notice of an occurrence described in Section 2.23(a2-20(a), then, until the Administrative Agent notifies the Borrowers’ Representative Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or and of each Working Capital Lender to make loans Libor Loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Lead Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Lead Borrower had given the Administrative Agent with respect to any Libor Loan, the time for action with respect to which has not occurred prior to the Administrative Agent’s 's having given notice pursuant to Section 2.23(a2-20(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Lead Borrower that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor Eurodollar Loans. (ii) The continuation of or conversion of any Revolving Credit Loan to a Libor Eurodollar Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor Eurodollar Loans are based shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent advises the Borrowers’ Representative Lead Borrower of an occurrence described in Section 2.23(a2.22(a), then, until the Administrative Agent notifies the Borrowers’ Representative Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Lead Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Lead Borrower had given the Administrative Agent with respect to any Libor Eurodollar Loan, the time for action with respect to which has not occurred prior to the Administrative Agent’s 's having given notice pursuant to Section 2.23(a2.22(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Lead Borrower that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor Eurodollar Loans. (ii) The continuation of or conversion of any Revolving Credit Loan to a Libor Eurodollar Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor Eurodollar Loans are based shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent advises the Borrowers’ Representative Lead Borrower of an occurrence described in Section 2.23(a2-20(a), then, until the Administrative Agent notifies the Borrowers’ Representative Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or each Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Lead Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Lead Borrower had given the Administrative Agent with respect to any Libor Eurodollar Loan, the time for action with respect to which has not occurred prior to the Administrative Agent’s 's having given notice pursuant to Section 2.23(a2-20(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Lead Borrower that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor Loans. (ii) The continuation of or conversion of any Revolving Credit Loan to a Libor Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent advises the Borrowers’ Representative Lead Borrower of an occurrence described in Section 2.23(a), then, until the Administrative Agent notifies the Borrowers’ Representative Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Lead Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Lead Borrower had given the Administrative Agent with respect to any Libor Loan, the time for action with respect to which has not occurred prior to the Administrative Agent’s 's having given notice pursuant to Section 2.23(a2.11(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent Lender may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Borrower that the Administrative Agent Lender has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor Loans. (ii) The continuation of or conversion of any Revolving Credit Loan to a Libor Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent Lender or any Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent Lender advises the Borrowers’ Representative Borrower of an occurrence described in Section 2.23(a2.21(a), then, until the Administrative Agent Lender notifies the Borrowers’ Representative Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Lender to make loans of the type affected by such changed circumstances Libor Loans or to permit the Borrowers’ Representative Borrower to select the affected interest rate Libor Rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Borrower had given the Administrative Agent Lender with respect to any Libor Loan, the time for action with respect to which has not occurred prior to the Administrative AgentLender’s having given notice pursuant to Section 2.23(a)2.21, shall be deemed at the option of the Administrative Agent Lender to not having been given.

Changed Circumstances. (a) The Administrative Agent Lender may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Borrower that the Administrative Agent Lender has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor Loans. (ii) The continuation of or conversion of any Revolving Credit Loan to a Libor Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent Lender advises the Borrowers’ Representative Borrower of an occurrence described in Section 2.23(a2-19(a), then, until the Administrative Agent Lender notifies the Borrowers’ Representative Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Borrower had given the Administrative Agent Lender with respect to any Libor Loan, the time for action with respect to which has not occurred prior to the Administrative Agent’s Lender's having given notice pursuant to Section 2.23(a2-19(a), shall be deemed at the option of the Administrative Agent Lender to not having been given.

Changed Circumstances. (a) The Administrative Agent Lender may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Borrower that the Administrative Agent Lender has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor Loans. (ii) The continuation of of, or conversion of any Revolving Credit Loan to to, a Libor Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent Lender advises the Borrowers’ Representative Borrower of an occurrence described in Section 2.23(a2.20(a), then, until the Administrative Agent Lender notifies the Borrowers’ Representative Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Borrower had given the Administrative Agent Lender with respect to any Libor Loan, the time for action with respect to which has not occurred prior to the Administrative Agent’s Lender's having given notice pursuant to Section 2.23(a2.12(a), shall be deemed at the option of the Administrative Agent Lender to not having been given.

Changed Circumstances. (a) The Administrative Agent may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Lead Borrower that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor Eurodollar Loans. (ii) The continuation of or conversion of any Revolving Credit Loan to a Libor Eurodollar Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor Eurodollar Loans are based shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent advises the Borrowers’ Representative Lead Borrower of an occurrence described in Section 2.23(a2.21(a), then, until the Administrative Agent notifies the Borrowers’ Representative Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Administrative Agent or each Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Lead Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Lead Borrower had given the Administrative Agent with respect to any Libor Eurodollar Loan, the time for action with respect to which has not occurred prior to the Administrative Agent’s 's having given notice pursuant to Section 2.23(a2.21(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent Lender may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Borrower that the Administrative Agent Lender has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor Loans. (ii) The continuation of or conversion of any Revolving Credit Loan to a Libor Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent Lender or any Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor Loans are based shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent Lender advises the Borrowers’ Representative Borrower of an occurrence described in Section 2.23(a2:2-21(a), then, until the Administrative Agent Lender notifies the Borrowers’ Representative Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Lender to make loans of the type affected by such changed circumstances Libor Loans or to permit the Borrowers’ Representative Borrower to select the affected interest rate Libor Rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Borrower had given the Administrative Agent Lender with respect to any Libor Loan, the time for action with respect to which has not occurred prior to the Administrative Agent’s Lender's having given notice pursuant to Section 2.23(a)2:2-21, shall be deemed at the option of the Administrative Agent Lender to not having been given.

Changed Circumstances. (a) The Administrative Agent Lender may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Lead Borrower that the Administrative Agent Lender has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor LIBOR Loans. (ii) The continuation of or conversion of any Revolving Credit Loan to a Libor LIBOR Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent Lender or any Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor LIBOR Loans are based shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent Lender advises the Borrowers’ Representative Lead Borrower of an occurrence described in Section 2.23(a2.20(a), then, until the Administrative Agent Lender notifies the Borrowers’ Representative Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Lead Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Lead Borrower had given the Administrative Agent Lender with respect to any Libor LIBOR Loan, the time for action with respect to which has not occurred prior to the Administrative AgentLender’s having given notice pursuant to Section 2.23(a2.20(a), shall be deemed at the option of the Administrative Agent Lender to not having been given.

Changed Circumstances. (a) The Administrative Agent may advise give the Borrowers’ Representative (in reasonable detail as to Lead Borrower notice of the facts and circumstances thereof) that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, shall be final and conclusive) of any occurrence of the following: (i) Adequate The Agent shall have determined in good faith (which determination shall be final and conclusive) on any day on which the rate for a Eurodollar Loan would otherwise be set, that, by reason of changes arising after the date of this Agreement affecting the principal market in Eurodollars in which BankBoston, N.A. participates, adequate and fair means do not exist for ascertaining such rate on the rate basis provided for Libor Loansin the definition of the "Eurodollar Offer Rate". (ii) The Agent shall have determined in good faith (which determination shall be final and conclusive) that: (A) The continuation of or conversion of any Revolving Credit Loan to a Libor Eurodollar Loan has been made impracticable or unlawful by the occurrence of a contingency that change in law occurring after the date of this Agreement which materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Lender in good faith with any Applicable Lawapplicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law). (iiiB) The indices on which the interest rates for Libor Eurodollar Loans are based determined shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent advises gives the Borrowers’ Representative Lead Borrower notice of an occurrence ccurrence described in Section 2.23(a2-18(a), then, until the Administrative Agent notifies the Borrowers’ Representative Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or and of each Lender to make loans Eurodollar Loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Lead Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Lead Borrower had given the Administrative Agent with respect to any Libor Eurodollar Loan, the time for action with respect to which has not occurred prior to the Administrative Agent’s 's having given notice pursuant to Section 2.23(a2-18(a), shall be deemed at the option of the Administrative Agent to not having been given.not

Changed Circumstances. (a) The Administrative Agent may advise give the Borrowers’ Representative (in reasonable detail as to Lead Borrower notice of the facts and circumstances thereof) that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, shall be final and conclusive) of any occurrence of the following: (i) Adequate The Agent shall have determined in good faith on any day on which the rate for a LIBOR Loan would otherwise be set, that, by reason of changes arising after the date of this Agreement affecting the London interbank market, adequate and fair means do not exist for ascertaining such rate on the rate basis provided for Libor Loansin the definition of LIBOR Offer Rate. (ii) The Agent shall have determined in good faith that: (A) The continuation of or conversion of any Revolving Credit Loan to a Libor LIBOR Loan has been made impracticable or unlawful by the occurrence of a contingency change in law occurring after the date of this Agreement that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Lender in good faith with any Applicable Lawapplicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law). (iiiB) The indices on which the interest rates for Libor LIBOR Loans are based determined shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent advises gives the Borrowers’ Representative Lead Borrower notice of an occurrence described in Section 2.23(a2-20(a), then, until the Administrative Agent notifies the Borrowers’ Representative Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or and of each Lender to make loans LIBOR Loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Lead Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Lead Borrower had given the Administrative Agent with respect to any Libor LIBOR Loan, the time for action with respect to which has not occurred prior to the Administrative Agent’s 's having given notice pursuant to Section 2.23(a2-20(a), shall be deemed at the option of the Administrative Agent to not having been givengiven and such loan shall be made or continued as, or converted into, as appropriate, a Base Margin Loan. (iii) Subject to the provisions of Section 2-11, the Lead Borrower may (and shall, with respect to the occurrence of any event described in Section 2-20(a)(ii)), cancel the relevant borrowing or conversion notice on the same date the Lead Borrower was notified of such event, or if the LIBOR Loan is then outstanding, prepay, or cause to be prepaid, the affected LIBOR Loan.

Changed Circumstances. (a) The Administrative Agent may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Lead Borrower that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor Eurodollar Loans. (ii) The continuation of or conversion of any Revolving Credit Loan to a Libor Eurodollar Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor Eurodollar Loans are based shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent advises the Borrowers’ Representative Lead Borrower of an occurrence described in Section 2.23(a), then, until the Administrative Agent notifies the Borrowers’ Representative Lead Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Lead Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Lead Borrower had given the Administrative Agent with respect to any Libor Eurodollar Loan, the time for action with respect to which has not occurred prior to the Administrative Agent’s 's having given notice pursuant to Section 2.23(a), shall be deemed at the option of the Administrative Agent to not having been given.

Changed Circumstances. (a) The Administrative Agent may advise the Borrowers’ Representative (in reasonable detail as to the facts and circumstances thereof) Company that the Administrative Agent has made the good faith determination (which determination, in the absence of manifest error, determination shall be final and conclusive) of any of the following: (i) Adequate and fair means do not exist for ascertaining the rate for Libor Eurodollar Loans. (ii) The continuation of or conversion of any Revolving Credit Loan to a Libor Eurodollar Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or the compliance by the Administrative Agent or any Revolving Credit Lender in good faith with any Applicable Law. (iii) The indices on which the interest rates for Libor Eurodollar Loans are based shall no longer represent the effective cost to the Administrative Agent or any Revolving Credit Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates. (b) In the event that the Administrative Agent advises the Borrowers’ Representative Company of an occurrence described in Section 2.23(a2.21(a), then, until the Administrative Agent notifies the Borrowers’ Representative Company that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Agent or each Revolving Credit Lender to make loans of the type affected by such changed circumstances or to permit the Borrowers’ Representative Borrowers to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrowers’ Representative Borrowers had given the Administrative Agent with respect to any Libor Eurodollar Loan, the time for action with respect to which has not occurred prior to the Administrative Agent’s 's having given notice pursuant to Section 2.23(a2.21(a), shall be deemed at the option of the Administrative Agent to not having been given.