Common use of Changed Circumstances Clause in Contracts

Changed Circumstances. Notwithstanding anything to the contrary contained herein, if (i) any change in any law or interpretation thereof by any Governmental Authority makes it unlawful for a Lender to make or maintain a Eurodollar Rate Loan or to maintain any Commitment with respect to a Eurodollar Rate Loan, (ii) the Required Lenders determine in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that it has become impracticable as a result of a circumstance that adversely affects the London interbank market or the position of such Lender in such market or (iii) the Required Lenders determine that the Adjusted Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, then, in each case, such Lender or Lenders shall give notice thereof to the Administrative Agent and the Administrative Borrower and may (A) declare that Eurodollar Rate Loans will not thereafter be made by such Lender, such that any request for Eurodollar Rate Loans from such Lender shall be deemed to be a request for a Base Rate Loan, unless such Lender’s declaration has been withdrawn (and it shall be withdrawn promptly upon the cessation of the circumstances described in clause (i) or (ii) above) and (B) require that all outstanding Eurodollar Rate Loans made by such Lender be converted to Base Rate Loans immediately, in which event all outstanding Eurodollar Rate Loans of such Lender shall be so converted.

Changed Circumstances. Notwithstanding anything to (a) In the contrary contained herein, if event that: (i) on any change in any law or interpretation thereof by any Governmental Authority makes it unlawful for a Lender to make or maintain a date on which the Adjusted Eurodollar Rate Loan or to maintain any Commitment with respect to a Eurodollar Rate Loan, (ii) would otherwise be set the Required Lenders determine Bank shall have determined in good faith (which determination shall, absent manifest error, shall be final and conclusive conclusive) that, by reason of changes affecting the interbank Eurodollar market, adequate and binding upon all parties heretoreasonable means do not exist for ascertaining the Interbank Offered Rate, or (ii) that it has become impracticable as a result at any time the Bank shall have determined in good faith (which determination shall be final and conclusive) that: (A) the making of a circumstance Eurodollar Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the London interbank market or the position of such Lender in such Eurodollar market or (iii2) compliance by the Required Lenders determine that Bank in good faith with any 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 (B) the Adjusted Eurodollar Rate shall no longer represent the effective cost to the Bank for any requested Interest Period U.S. dollar deposits in the interbank market for deposits in which it regularly participates; (a) (herein called "Affected Loans") shall be suspended. If at the -------------- time the Bank so notifies the Company, the Company has previously given the Bank a Notice of Borrowing with respect to a proposed Eurodollar Rate Loan does one or more Affected Loans but such Loans have not adequately and fairly reflect the cost to such Lenders of funding such Loan, then, in each caseyet gone into effect, such Lender or Lenders shall give notice thereof to the Administrative Agent and the Administrative Borrower and may (A) declare that Eurodollar Rate Loans will not thereafter be made by such Lender, such that any request for Eurodollar Rate Loans from such Lender notification shall be deemed to be void and the Company may borrow Loans of a request for nonaffected type by giving a Base Rate Loan, unless substitute Notice of Borrowing pursuant to Section 2.2 hereof. Upon such Lender’s declaration has been withdrawn (and it date as shall be withdrawn promptly upon specified in such notice (which shall not be earlier than the cessation date such notice is given) the Company shall, with respect to the outstanding Affected Loans, prepay the same, together with interest thereon and any amounts required to be paid pursuant to Section 2.11, and may borrow a Loan of another type in accordance with Section 2.1 hereof by giving a Notice of Borrowing pursuant to Section 2.2 hereof. (b) In case any law, regulation, treaty or official directive or the circumstances described in clause interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law): (i) subjects the Bank to any tax with respect to payments of principal or interest or any other amounts payable hereunder by the Company or otherwise with respect to the transactions contemplated hereby (except for taxes on the overall net income of the Bank imposed by the United States of America or any political subdivision thereof), or (ii) imposes, modifies or deems applicable any deposit insurance, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by, the Bank (other than such requirements as are already included in the determination of the Adjusted Eurodollar Rate), or (iii) imposes upon the Bank any other condition with respect to its performance under this Agreement, and the result of any of the foregoing is to increase the cost to the Bank, reduce the income receivable by the Bank or impose any expense upon the Bank with respect to any Loans, the Bank shall notify the Company thereof. The Company agrees to pay to the Bank the amount of such increase in cost reduction in income or additional expense as and when such cost, reduction or expense is incurred or determined, upon presentation by the Bank of a statement in the amount and setting forth the Bank's calculation thereof, which statement shall be deemed true and correct absent manifest error. (c) If the Bank shall have determined that (i) the adoption of or change in any law, rule, regulation or guideline, directive or request regarding capital requirements for banks or bank holding companies (whether or not having the force of law), or any change in the interpretation or application thereof by any governmental authority, central bank or comparable authority charged with the interpretation or administration thereof, or (ii) abovecompliance by the Bank with any of the foregoing, imposes on or increases a requirement of the Bank to allocate capital resources to the Bank's commitment to make Loans hereunder that has or would have the effect of reducing the return on the Bank's capital as a consequence of its commitment to make Loans hereunder to a level below that which the Bank could have achieved (taking into consideration the Bank's then existing policies with respect to capital adequacy and assuming the full utilization of the Bank's capital) and (B) require that all outstanding Eurodollar Rate Loans made but for such adoption, change or compliance by such Lender any amount deemed by the Bank to be converted material, then the Bank shall notify the Company thereof. The Company agrees to Base Rate Loans immediately, in which event all outstanding Eurodollar Rate Loans pay to the Bank the amount of such Lender reduction of capital as and when such reduction is determined, upon presentation by the Bank of a statement in the amount and setting forth the Bank's calculation thereof, which statement shall be so converteddeemed true and correct absent manifest error. In determining such amount, the Bank may use any reasonable averaging and attribution methods.

Changed Circumstances. Notwithstanding anything to In the contrary contained herein, if event that (x) in the case of clause (i) any change below, the Administrative Agent or (y) in any law or interpretation thereof by any Governmental Authority makes it unlawful for a Lender to make or maintain a Eurodollar Rate Loan or to maintain any Commitment with respect to a Eurodollar Rate Loan, the case of clause (ii) the Required Lenders determine below, any Lender, shall have determined in good faith a commercially reasonable manner (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date on which the Eurodollar Rate would otherwise be set the Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that it adequate and fair means do not exist for ascertaining the Interbank Offered Rate, or (ii) at any time such Lender shall have determined in good faith that: (A) the making or continuation of or conversion of any Loan to a Eurodollar Loan has become been made impracticable as a result or unlawful by (1) the occurrence of a circumstance contingency that materially and adversely affects affect the London interbank Eurodollar market or the position of (2) compliance by such Lender in good faith with any Requirement of Law enacted after the date hereof or interpretation or change thereof after the date hereof by any Governmental Authority charged with the interpretation or administration thereof or with any request or directive of any such market Governmental Authority (whether or not having the force of law); or (iiiB) the Required Lenders determine that the Adjusted Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect shall, after the date hereof, no longer represent the effective cost to such Lenders of funding such Loan, Lender for U.S. dollar deposits in the interbank Eurodollar market for deposits in which it regularly participates; then, and in each caseany such event, such Lender (or Lenders the Administrative Agent in the case of clause (i) above) shall (x) within five (5) Business Days after any such event and (y) within five (5) Business Days of the date on which such event no longer exists give notice thereof (in writing or by telephone confirmed in writing) to Borrower and (except in the case of clause (i) above) to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to the other Lenders). Thereafter, (x) in the case of clause (i) above, Eurodollar Loans shall no longer be available until such time as the Administrative Agent notifies Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer apply, and any Notice given by Borrower with respect to Eurodollar Loans which have not yet been incurred shall be deemed rescinded by Borrower and (y) in the case of clause (ii) above, Borrower shall, as applicable, either (a) pay to such Lender, upon written demand therefor (accompanied by the written notice referred to below), any such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender may determine in its sole discretion) as shall be required to compensate such Lender for any increased costs or reductions in amounts received or receivable under this Agreement (A) declare that Eurodollar Rate Loans will not thereafter be made a written notice as to the additional amounts owed to such Lender showing the basis for the calculation thereof, submitted to Borrower by such Lender, shall, absent manifest error, be final and conclusive and binding upon all parties hereto) or (b), as promptly as possible, and, in any event, with the time period required by law, either (A), if any affected Eurodollar Loan has not yet been made, continued or converted, cancel any such Notice by giving the Administrative Agent a telephonic notice (confirmed promptly in writing) thereof on the same date that Borrower was notified by a Lender as aforesaid or (B), if any request for affected Eurodollar Rate Loans from Loan has been made, continued or converted, upon at least three (3) Business Days' notice to the Administrative Agent, require the affected Lender (and any other similarly affected Lender) to convert each such Lender shall be deemed to be a request for affected Eurodollar Loan into a Base Rate Loan, unless such Lender’s declaration has been withdrawn Loan (and it which conversion shall be withdrawn promptly upon occur no later than the cessation last day of the circumstances described in clause Interest Period then applicable to such Eurodollar Loan (i) or (ii) above) and (B) require that all outstanding Eurodollar Rate Loans made such earlier date if required by such Lender be converted to Base Rate Loans immediately, in which event all outstanding Eurodollar Rate Loans any Requirement of such Lender shall be so convertedLaw).

Changed Circumstances. Notwithstanding anything (a) In connection with any request for a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the contrary contained hereinEurodollar Base Rate) or a conversion to or continuation thereof, if for any reason (i) any change the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in any law or interpretation thereof by any Governmental Authority makes it unlawful the London interbank Eurodollar market for a Lender to make or maintain a Eurodollar Rate Loan or to maintain any Commitment with respect to a Eurodollar Rate Loanthe applicable amount and Interest Period of such Advance, (ii) the Required Lenders Administrative Agent shall determine in good faith (which determination shall, shall be conclusive and binding absent manifest error, be final and conclusive and binding upon all parties hereto) that it has become impracticable as a result of a circumstance that adversely affects reasonable and adequate means do not exist for the London interbank market or ascertaining the position of such Lender in such market or (iii) the Required Lenders determine that the Adjusted Eurodollar Base Rate for any requested such Interest Period with respect to a proposed Eurodollar Rate Loan Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Base Rate does not adequately and fairly reflect the cost to such Lenders of funding making or maintaining such LoanAdvances during such Interest Period, thenthen the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist (which notice the Administrative Agent shall promptly deliver to the Borrower), the obligation of the Lenders to make a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) and the right of the Borrower to convert any Loan to or continue any Loan as a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) shall be suspended, and (x) in the case of Eurodollar Rate Advances, the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each casesuch Eurodollar Rate Advance together with accrued interest thereon (subject to Section 3.3), on the last day of the then current Interest Period applicable to such Eurodollar Rate Advance; or (B) convert the then outstanding principal amount of each such Eurodollar Rate Advance to a Floating Rate (as to which the interest rate is not determined by reference to the Eurodollar Base Rate) as of the last day of such Interest Period; or (y) in the case of Floating Rate Advances as to which the interest rate is determined by reference to the Eurodollar Base Rate, the Borrower shall convert the then outstanding principal amount of each such Advance to a Floating Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Base Rate as of the last day of such Interest Period. (b) If, after the date hereof, the introduction of, or any change in, any applicable law or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Installations) with any request or directive (whether or not having the force of law) of any such Governmental Authority shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Installations) to honor its obligations hereunder to make, maintain, fund or charge interest with respect to any Eurodollar Rate Advances (or any Floating Rate Advance as to which the interest rate is determined by reference to the Eurodollar Base Rate), such Lender or Lenders shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and may the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist (Awhich notice the Administrative Agent shall promptly deliver to the Borrower after receiving notice thereof from such affected Lender), (i) declare that the obligations of such Lenders to make Eurodollar Rate Loans will Advances (or Floating Rate Advances as to which the interest rate is determined by reference to the Eurodollar Base Rate), and the right of the Borrower to convert any Advance to a Eurodollar Rate Advance or continue any Advance as an Eurodollar Rate Advance with respect to such Lenders (or a Floating Rate Advance as to which the interest rate is determined by reference to the Eurodollar Base Rate) shall be suspended and thereafter the Borrower may, with respect to such Lenders, select only Floating Rate Advances (as to which the interest rate is not thereafter be determined by reference to the Eurodollar Base Rate, (ii) all Floating Rate Advances made by such Lender, such that Lenders shall cease to be determined by reference to the Eurodollar Base Rate and (iii) if any request for of the Lenders may not lawfully continue to maintain a Eurodollar Rate Loans from such Lender shall be deemed Advances to be a request for a Base Rate Loan, unless such Lender’s declaration has been withdrawn (and it shall be withdrawn promptly upon the cessation end of the circumstances described in clause (i) or (ii) above) and (B) require that all outstanding Eurodollar Rate Loans made by such Lender then current Interest Period applicable thereto, the applicable Loan shall immediately be converted to a Floating Rate Advance (as to which the interest rate is not determined by reference to the Eurodollar Base Rate Loans immediately, in which event all outstanding Eurodollar Rate Loans Rate) for the remainder of such Lender shall be so convertedInterest Period.

Changed Circumstances. Notwithstanding anything to the contrary contained herein, if (i) any change in any law or interpretation thereof by any Governmental Authority makes it unlawful for a Lender to make or maintain a Eurodollar Rate Loan or to maintain any Commitment with respect to a Eurodollar Rate Loan, (ii) the Required Lenders determine a Lender determines in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that it has become impracticable as a result of a circumstance that adversely affects the London interbank market or the position of such Lender in such market or (iii) the Required Lenders determine that the Adjusted Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, then, in each case, such Lender or Lenders shall give notice thereof to the Administrative Agent and the Administrative Borrower and may (A) declare that Eurodollar Rate Loans will not thereafter be made by such Lender, such that any request for Eurodollar Rate Loans from such Lender shall be deemed to be a request for a Base Rate Loan, unless such Lender’s declaration has been withdrawn (and it shall be withdrawn promptly upon the cessation of the circumstances described in clause (i) or (ii) above) and (B) require that all outstanding Eurodollar Rate Loans made by such Lender be converted to Base Rate Loans immediately, in which event all outstanding Eurodollar Rate Loans of such Lender shall be so converted.

Changed Circumstances. Notwithstanding anything to (a) The Lender may give the contrary contained herein, if Borrower notice of the occurrence of the following: (i) any change in any law or interpretation thereof by any Governmental Authority makes it unlawful for a The Lender to make or maintain a Eurodollar Rate Loan or to maintain any Commitment with respect to a Eurodollar Rate Loan, (ii) the Required Lenders determine shall have determined in good faith (which determination shall, absent manifest error, shall be final and conclusive conclusive) on any day on which the rate for a Eurodollar Loan would otherwise be set, that adequate and binding upon all parties heretofair means do not exist for ascertaining such rate. (ii) that it The Lender 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 Eurodollar Loan has become been made impracticable as a result or unlawful by the occurrence of a circumstance contingency that materially and adversely affects the London applicable market or compliance by the Lender in good faith with any 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). (B) The indices on which the interest rates for Eurodollar Loans are based shall no longer represent the effective cost to the Lender for U.S. dollar deposits in the interbank market or for deposits in which it regularly participates. (b) In the position of such Lender in such market or (iii) the Required Lenders determine event that the Adjusted Lender gives the Borrower notice of an occurrence described in Section 2-21(a), then, until the Lender notifies the Borrower that the circumstances giving rise to such notice no longer apply: (i) The obligation of the Lender to make Eurodollar Rate for Loans of the type affected by such changed circumstances or to permit the Borrower to select the affected interest rate as otherwise applicable to any requested Interest Period Revolving Credit Loans shall be suspended. (ii) Any notice which the Borrower had given the Lender with respect to a proposed any Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, then, in each case, such Lender or Lenders shall give notice thereof the time for action with respect to which has not occurred prior to the Administrative Agent and the Administrative Borrower and may (A) declare that Eurodollar Rate Loans will not thereafter be made by such Lender’s having given notice pursuant to Section 2-21(a), such that any request for Eurodollar Rate Loans from such Lender shall be deemed to be a request for a Base Rate Loan. (c) Notwithstanding the foregoing, unless the Lender agrees to use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such Lender’s declaration has been withdrawn (and it shall efforts would not be withdrawn promptly upon the cessation of the circumstances described in clause (i) or (ii) above) and (B) require that all outstanding Eurodollar Rate Loans made by such Lender be converted disadvantageous to Base Rate Loans immediatelyit, in which event all outstanding Eurodollar Rate Loans its reasonable discretion, in any legal, economic or regulatory manner) to designate a different lending office if the making of such designation would allow the Lender shall be so convertedor its lending office to continue to make Eurodollar Loans.

Changed Circumstances. Notwithstanding anything (a) If prior to the contrary contained herein, if first day of any Interest Period: (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining Adjusted Term SOFR or the Eurocurrency Rate for any change in any law or interpretation thereof by any Governmental Authority makes it unlawful applicable Currency for a Lender to make or maintain a Eurodollar Rate Loan or to maintain any Commitment with respect to a Eurodollar Rate Loansuch Interest Period, or (ii) the Required Administrative Agent shall have received notice from the Majority Lenders determine in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that it has become impracticable as a result of a circumstance that adversely affects the London interbank market or the position of such Lender in such market Majority Multicurrency Lenders, as the case may be, that Adjusted Term SOFR or (iii) the Required Lenders determine that the Adjusted Eurodollar Eurocurrency Rate for any requested applicable Currency determined or to be determined for such Interest Period with respect to a proposed Eurodollar Rate Loan does will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of funding making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (w) any SOFR Loans or Multicurrency Loans, as the case may be, in the affected Currency requested to be made on the first day of such Interest Period shall be made as ABR Loans (in the case of Multicurrency Loans, in an amount equal to the Dollar Equivalent of such requested Multicurrency Loans), provided, that, notwithstanding the provisions of subsection 2.2 or 2.14, the Borrower may cancel the request for such SOFR Loan or Multicurrency Loan, as the case may be, by written notice to the Administrative Agent 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) if the affected Currency is Dollars, any Loans that were to have been converted on the first day of such Interest Period to SOFR Loans shall be continued as ABR Loans, (y) if the affected Currency is Dollars, any outstanding SOFR Loans shall be converted, on the first day of such Interest Period, to ABR Loans and (z) any Multicurrency Loans in the affected Currency to which such Interest Period relates shall be repaid on the first day of such Interest Period. Until such notice has been withdrawn by the Administrative Agent, no further SOFR Loans or Multicurrency Loans in the applicable affected Currency shall be made or continued as such, nor (if the affected Currency is Dollars) shall the Borrower have the right to convert ABR Loans to SOFR Loans. (i) 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 with respect to any applicable then-current Benchmark, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with one or more Benchmark Replacements (it being understood that all amounts denominated in a given currency for which a Benchmark is being replaced shall be subject to the same 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 affected Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Majority Lenders. 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 such Majority Lenders accept such amendment. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 3.6(b)(i) will occur prior to the applicable Benchmark Transition Start Date. (ii) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right (in consultation with the Borrower) to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (iii) 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 in connection with the use, administration, adoption or implementation of a Benchmark Replacement and (iv) the commencement or conclusion of any Benchmark Unavailability Period. The Administrative Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to Section 3.6(b)(iv). Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 3.6(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.6(b). (iv) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (A) if any then-current Benchmark is a term rate (including the Term SOFR Reference Rate, EURIBOR, BBSY or CDOR) and either (1) any tenor for such Lender Benchmark is not displayed on a screen or Lenders shall give notice thereof other information service that publishes such rate from time to time as selected by the Administrative Agent and in its reasonable discretion or (2) the regulatory supervisor for the administrator of such Xxxxxxxxx has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Borrower Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and may (B) if a tenor that was removed pursuant to clause (A) declare above either (1) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (2) is not, or is no longer, subject to an announcement that Eurodollar Rate Loans it is not or will not thereafter be made by representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such Lendertime to reinstate such previously removed tenor (v) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, such that (A) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans or Multicurrency Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Currency and, failing that, (I) in the case of any request for Eurodollar Rate any affected SOFR Loans, if applicable, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to ABR Loans from in the amount specified therein and (II) in the case of any request for any affected Multicurrency Loan, then such Lender request shall be ineffective and (B)(I) any outstanding affected SOFR Loans, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period and (II) any outstanding affected Multicurrency Loans, at the Borrower’s election, shall either (1) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Foreign Currency) at the end of the applicable Interest Period or (2) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Borrower of such notice and (y) the last day of the current Interest Period for the applicable Multicurrency Loan, the Borrower shall be deemed to be have elected clause (1) above. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.11. During a request Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for a Base Rate Loanany then-current Benchmark is not an Available Tenor, unless such Lender’s declaration has been withdrawn (and it shall be withdrawn promptly the component of ABR based upon the cessation of then-current Benchmark that is the circumstances described in clause (i) or (ii) above) and (B) require that all outstanding Eurodollar Rate Loans made by such Lender be converted to Base Rate Loans immediately, in which event all outstanding Eurodollar Rate Loans subject of such Lender shall Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be so convertedused in any determination of Base Rate.

Changed Circumstances. Notwithstanding anything (a) In connection with any request for a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the contrary contained hereinEurodollar Base Rate) or a conversion to or continuation thereof, if for any reason (i) any change the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in any law or interpretation thereof by any Governmental Authority makes it unlawful the London interbank Eurodollar market for a Lender to make or maintain a Eurodollar Rate Loan or to maintain any Commitment with respect to a Eurodollar Rate Loanthe applicable amount and Interest Period of such Advance, (ii) the Required Lenders Administrative Agent shall determine in good faith (which determination shall, shall be conclusive and binding absent manifest error, be final and conclusive and binding upon all parties hereto) that it has become impracticable as a result of a circumstance that adversely affects reasonable and adequate means do not exist for the London interbank market or ascertaining the position of such Lender in such market or (iii) the Required Lenders determine that the Adjusted Eurodollar Base Rate for any requested such Interest Period with respect to a proposed Eurodollar Rate Loan Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Base Rate does not adequately and fairly reflect the cost to such Lenders of funding making or maintaining such LoanAdvances during such Interest Period, thenthen the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist (which notice the Administrative Agent shall promptly deliver to the Borrower), the obligation of the Lenders to make a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) and the right of the Borrower to convert any Loan to or continue any Loan as a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) shall be suspended, and (x) in the case of Eurodollar Rate Advances, the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each casesuch Eurodollar Rate Advance together with accrued interest thereon (subject to Section 3.3), on the last day of the then current Interest Period applicable to such Eurodollar Rate Advance; or (B) convert the then outstanding principal amount of each such Eurodollar Rate Advance to a Floating Rate (as to which the interest rate is not determined by reference to the Eurodollar Base Rate) as of the last day of such Interest Period; or (y) in the case of Floating Rate Advances as to which the interest rate is determined by reference to the Eurodollar Base Rate, the Borrower shall convert the then outstanding principal amount of each such Advance to a Floating Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Base Rate as of the last day of such Interest Period. (b) If, after the date hereof, the introduction of, or any change in, any applicable law or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Installations) with any request or directive (whether or not having the force of law) of any such Governmental Authority shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Installations) to honor its obligations hereunder to make, maintain, fund or charge interest with respect to any Eurodollar Rate Advances (or any Floating Rate Advance as to which the interest rate is determined by reference to the Eurodollar Base Rate), such Lender or Lenders shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and may the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist (Awhich notice the Administrative Agent shall promptly deliver to the Borrower after receiving notice thereof from such affected Lender), (i) declare that the obligations of such Lenders to make Eurodollar Rate Loans will Advances (or Floating Rate Advances as to which the interest rate is determined by reference to the Eurodollar Base Rate), and the right of the Borrower to convert any Advance to a Eurodollar Rate Advance or continue any Advance as an Eurodollar Rate Advance with respect to such Lenders (or a Floating Rate Advance as to which the interest rate is determined by reference to the Eurodollar Base Rate) shall be suspended and thereafter the Borrower may, with respect to such Lenders, select only Floating Rate Advances (as to which the interest rate is not thereafter be determined by reference to the Eurodollar Base Rate, (ii) all Floating Rate Advances made by such Lender, such that Lenders shall cease to be determined by reference to the Eurodollar Base Rate and (iii) if any request for of the Lenders may not lawfully continue to maintain a Eurodollar Rate Loans from such Lender shall be deemed Advances to be a request for a Base Rate Loan, unless such Lender’s declaration has been withdrawn (and it shall be withdrawn promptly upon the cessation end of the circumstances described in clause then current Interest Period applicable thereto, the applicable Loan shall immediately be converted to a Floating Rate Advance (as to which the interest rate is not determined by reference to the Eurodollar Base Rate) for the remainder of such Interest Period. (c) Effect of Benchmark Transition Event. (i) Benchmark Replacement. 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 Eurodollar Base Rate and/or the LIBOR Market Index 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 Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of the Eurodollar Base Rate or the LIBOR Market Index Rate with a Benchmark Replacement pursuant to this Section 2.23(c) will occur prior to the applicable Benchmark Transition Start Date. (ii) above) and (B) require that all outstanding Eurodollar Rate Loans made by Benchmark Replacement Conforming Changes. 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 Lender be converted Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to Base Rate Loans immediately, in which event all outstanding Eurodollar Rate Loans of such Lender shall be so convertedthis Agreement.

Changed Circumstances. Notwithstanding anything (a) In connection with any request for a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the contrary contained hereinEurodollar Base Rate) or a conversion to or continuation thereof, if for any reason (i) any change the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in any law or interpretation thereof by any Governmental Authority makes it unlawful the London interbank Eurodollar market for a Lender to make or maintain a Eurodollar Rate Loan or to maintain any Commitment with respect to a Eurodollar Rate Loanthe applicable amount and Interest Period of such Advance, (ii) the Required Lenders Administrative Agent shall determine in good faith (which determination shall, shall be conclusive and binding absent manifest error, be final and conclusive and binding upon all parties hereto) that it has become impracticable as a result of a circumstance that adversely affects reasonable and adequate means do not exist for the London interbank market or ascertaining the position of such Lender in such market or (iii) the Required Lenders determine that the Adjusted Eurodollar Base Rate for any requested such Interest Period with respect to a proposed Eurodollar Rate Loan Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Base Rate does not adequately and fairly reflect the cost to such Lenders of funding making or maintaining such LoanAdvances during such Interest Period, thenthen the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist (which notice the Administrative Agent shall promptly deliver to the Borrower), the obligation of the Lenders to make a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) and the right of the Borrower to convert any Loan to or continue any Loan as a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) shall be suspended, and (x) in the case of Eurodollar Rate Advances, the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each casesuch Eurodollar Rate Advance together with accrued interest thereon (subject to Section 3.3), on the last day of the then current Interest Period applicable to such Eurodollar Rate Advance; or (B) convert the then outstanding principal amount of each such Eurodollar Rate Advance to a Floating Rate (as to which the interest rate is not determined by reference to the Eurodollar Base Rate) as of the last day of such Interest Period; or (y) in the case of Floating Rate Advances as to which the interest rate is determined by reference to the Eurodollar Base Rate, the Borrower shall convert the then outstanding principal amount of each such Advance to a Floating Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Base Rate as of the last day of such Interest Period. (b) If, after the date hereof, the introduction of, or any change in, any applicable law or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Installations) with any request or directive (whether or not having the force of law) of any such Governmental Authority shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Installations) to honor its obligations hereunder to make, maintain, fund or charge interest with respect to any Eurodollar Rate Advances (or any Floating Rate Advance as to which the interest rate is determined by reference to the Eurodollar Base Rate), such Lender or Lenders shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and may the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist (Awhich notice the Administrative Agent shall promptly deliver to the Borrower after receiving notice thereof from such affected Lender), (i) declare that the obligations of such Lenders to make Eurodollar Rate Loans will Advances (or Floating Rate Advances as to which the interest rate is determined by reference to the Eurodollar Base Rate), and the right of the Borrower to convert any Advance to a Eurodollar Rate Advance or continue any Advance as an Eurodollar Rate Advance with respect to such Lenders (or a Floating Rate Advance as to which the interest rate is determined by reference to the Eurodollar Base Rate) shall be suspended and thereafter the Borrower may, with respect to such Lenders, select only Floating Rate Advances (as to which the interest rate is not thereafter be determined by reference to the Eurodollar Base Rate), (ii) all Floating Rate Advances made by such Lender, such that Lenders shall cease to be determined by reference to the Eurodollar Base Rate and (iii) if any request for of the Lenders may not lawfully continue to maintain a Eurodollar Rate Loans from such Lender shall be deemed Advances to be a request for a Base Rate Loan, unless such Lender’s declaration has been withdrawn (and it shall be withdrawn promptly upon the cessation end of the circumstances described in clause then current Interest Period applicable thereto, the applicable Loan shall immediately be converted to a Floating Rate Advance (as to which the interest rate is not determined by reference to the Eurodollar Base Rate) for the remainder of such Interest Period. (c) Effect of Benchmark Transition Event. (i) or (ii) above) and (B) require that all outstanding Eurodollar Rate Loans made by such Lender be converted to Base Rate Loans immediately, in which event all outstanding Eurodollar Rate Loans of such Lender shall be so convertedBenchmark Replacement Setting.

Changed Circumstances. Notwithstanding anything to (a) In the contrary contained herein, if event that: (i) on any change in any law or interpretation thereof by any Governmental Authority makes it unlawful for a Lender to make or maintain a date on which the Adjusted Eurodollar Rate Loan or to maintain any Commitment with respect to a Eurodollar Rate Loanwould otherwise be set, (ii) the Required Lenders determine Administrative Agent shall have determined in good faith (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties heretoconclusive) that it adequate and fair means do not exist for ascertaining the Interbank Offered Rate; or (ii) at any time the Required Lenders shall have determined in good faith (which determination shall be final and conclusive) that (A) the making or continuation of or conversion of any Loan to a Eurodollar Loan has become been made impracticable as a result or unlawful by (1) the occurrence of a circumstance contingency that materially and adversely affects the London interbank market Interbank Eurodollar market, or (2) compliance by the position of such Administrative Agent or any Lender in good faith with any 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 market governmental authority (whether or not having the force of law); or (iiiB) the Required Lenders determine that the Adjusted Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect shall no longer represent the effective cost to such Lenders of funding such Loan, then, in each case, such Lender or Lenders shall give notice thereof to the Administrative Agent or any Lender for U.S. dollar deposits in the Interbank Eurodollar market for deposits in which it regularly participates; then, and in such event, the Administrative Agent shall forthwith so notify the Borrower thereof. Until the Administrative Agent notifies the Borrower that the circumstances giving rise to such notice no longer apply, the obligation of the Lenders and the Administrative Agent to allow selection by the Borrower and may (A) declare that of Eurodollar Rate Loans will shall be 33 -28- suspended. If, at the time the Administrative Agent so notifies the Borrower, the Borrower has previously given the Administrative Agent a Notice of Borrowing or Conversion with respect to one or more Eurodollar Loans, but such Eurodollar Loans have not thereafter be made by yet gone into effect, then such Lender, such that any request for Eurodollar Rate Loans from such Lender notification shall automatically be deemed to be a request for Notice of Borrowing or Conversion (as the case may be) with respect to a Base Rate Loan, unless the Administrative Agent is instructed otherwise by the Borrower's giving of a substitute Notice of Borrowing or Conversion pursuant to SECTION 2.2. Upon such Lender’s declaration has been withdrawn (and it date as shall be withdrawn promptly upon specified in such notice (which shall not be earlier than the cessation date such notice is given), the Borrower shall prepay all outstanding Eurodollar Loans together with interest thereon and may borrow a Base Rate Loan in accordance with SECTION 2.1 by giving a Notice of Borrowing or Conversion pursuant to SECTION 2.2. (b) In case any change in law, regulation, treaty or official directive or in the circumstances described in clause interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law): (i) subjects any Lender to any tax with respect to payments of principal or interest or any other amounts payable hereunder by the Borrower or otherwise with respect to the transactions contemplated hereby (except for taxes on the net income of any Lender imposed by the United States of America or any State or other political subdivisions thereof); or (ii) aboveimposes, modifies or deems applicable any deposit insurance, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by, any Lender (other than such requirements as are already included in the determination of Adjusted Eurodollar Rate); or (iii) imposes upon any Lender any other condition with respect to its performance under this Agreement or the other Loan Documents; and (B) require that all outstanding Eurodollar Rate Loans made the result of any of the foregoing is to increase the cost to such Lender, reduce the income receivable by such Lender be converted or impose any expense upon such Lender with respect to Base Rate Loans immediatelyits Commitment or any of the Loans, in which event all outstanding Eurodollar Rate Loans of such Lender shall notify the Borrower thereof. The Borrower agrees to pay to such Lender the amount of such increase in cost, reduction in income or additional expense as and when such cost, reduction or expense is incurred or determined, upon presentation by such Lender of a written statement in the amount and setting forth such Lender's calculation thereof, which statement shall be so converteddeemed true and correct absent clearly demonstrable error.

Changed Circumstances. Notwithstanding anything to (a) In the contrary contained herein, if event that: (i) on any change in any law or interpretation thereof by any Governmental Authority makes it unlawful for a Lender to make or maintain a date on which the Adjusted Eurodollar Rate Loan or to maintain any Commitment with respect to a Eurodollar Rate Loan, (ii) would otherwise be set the Required Lenders determine Administrative Agent shall have determined in good faith (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties heretoconclusive) that it adequate and fair means do not exist for ascertaining the Interbank Offered Rate, or (ii) at any time the Administrative Agent (or, in the case of subclause (ii) below, any Bank) shall have determined in good faith (which determination shall be final and conclusive) that: (A) the making or continuation of, or conversion of any Loan to, a Eurodollar Loan has become been made impracticable as a result or unlawful by (l) the occurrence of a circumstance contingency that materially and adversely affects the London interbank market or the position of such Lender in such Interbank Eurodollar market or (iii2) compliance by the Required Lenders determine that Agent or any Bank in good faith with any 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 (B) the Adjusted Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect shall no longer represent the effective cost to such Lenders of funding such Loan, then, in each case, such Lender or Lenders shall give notice thereof to the Administrative Agent and or any Bank for United States dollar deposits in the interbank Eurodollar market; (a) (herein called "AFFECTED LOANS") shall be suspended. If at the time the Administrative Borrower and may (A) declare that Eurodollar Rate Agent so notifies the Borrowers, the Borrowers have previously given the Administrative Agent a Notice of Borrowing or Conversion with respect to one or more Affected Loans will but such Loans have not thereafter be made by such Lenderyet gone into effect, such that any request for Eurodollar Rate Loans from such Lender notification shall be deemed to be void and the Borrowers may borrow Loans of a request for non-affected type by giving a Base Rate Loan, unless substitute Notice of Borrowing or Conversion pursuant to Section 2.4. Upon such Lender’s declaration has been withdrawn (and it date as shall be withdrawn promptly upon specified in such notice (which shall not be earlier than the cessation date such notice is given) the Borrowers shall, with respect to the outstanding Affected Loans, prepay the same, together with interest thereon and any amounts required to be paid pursuant to Section 2.16, and may borrow a Loan of another type in accordance with Section 2.1 hereof by giving a Notice of Borrowing or Conversion pursuant to Section 2.4. (b) In case any law, regulation, treaty or official directive or the circumstances described in clause interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law): (i) subjects the Agent, any Bank or any member of the Borrower Affiliated Group to any tax (including, without limitation, any withholding tax) with respect to payments of principal or interest or any other amounts payable hereunder or under any of the Security Documents by any member of the Borrower Affiliated Group or otherwise with respect to the transactions contemplated hereby (except for taxes on the overall net income of the Agent or such Bank imposed by the United States of America or any political subdivision thereof), or (ii) aboveimposes, modifies or deems applicable any deposit insurance, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by, the Agent or any Bank (other than such requirements as are already included in the determination of the Adjusted Eurodollar Rate), or (iii) imposes upon the Agent or any Bank any other condition with respect to its performance under this Agreement, and (B) require that all outstanding Eurodollar Rate Loans made the result of any of the foregoing is to increase the cost to the Agent or such Bank, reduce the income receivable by the Agent or such Lender be converted Bank or impose any expense upon the Agent or such Bank with respect to Base Rate Loans immediatelyany Loans, in which event all outstanding Eurodollar Rate Loans the Administrative Agent shall notify the Borrower thereof. The Borrowers jointly and severally agree to pay to the Agent or such Bank the amount of such Lender increase in cost, reduction in income or additional expense as and when such cost, reduction or expense is incurred or determined, upon presentation by the Agent or such Bank of a statement in the amount and setting forth the Agent's or such Bank's calculation thereof, which statement shall be so converteddeemed true and correct absent manifest error.

Changed Circumstances. Notwithstanding anything (a) Subject to the contrary contained hereinprovisions of this Agreement, the Borrower 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, Eurodollar Loans of any Interest Period selected by the Borrower; (B) as of the last day of any Interest Period, to continue all or any portion of the relevant Eurodollar Loans as Eurodollar Loans; (C) as of the last day of any Interest Period, to convert all or any portion of the Eurodollar 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 Eurodollar Loans, if the continuation or conversion thereof would violate the provisions of Sections 2.20(b) or 2.20(c) of this Agreement or if an Event of Default has occurred and is continuing. (ib) any change in any law or interpretation thereof by any Governmental Authority makes it unlawful for a Lender to make or maintain a The Lender’s determination of the Eurodollar Rate Loan or to maintain any Commitment with respect to a Eurodollar Rate Loanas provided above shall be conclusive, (ii) absent manifest error. Furthermore, if the Required Lenders determine Lender determines, in good faith (which determination shallshall be conclusive, absent manifest error), 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 Lender in the London Interbank Eurodollar market in the ordinary course of business, or (B) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be final applicable to the Revolving Credit Loans requested by the Borrower to be Eurodollar Loans or the Revolving Credit Loans bearing interest at the rates set forth in this Agreement shall not represent the effective pricing to the Lender for U.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 Lender shall promptly notify the Borrower and conclusive (1) all existing Eurodollar Loans shall convert to Base Margin Loans upon the end of the applicable Interest Period, and binding upon all parties hereto(2) that no additional Eurodollar Loans shall be made until such circumstances are cured. (c) 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 Lender or its lending offices (a “Regulatory Change”), shall, in the opinion of counsel to the Lender, make it has become impracticable unlawful for the Lender to make or maintain Eurodollar Loans, then the Lender shall promptly notify the Borrower and (A) the Eurodollar 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 Eurodollar Loans shall be made until such circumstance is cured. (d) If, for any reason, a Eurodollar Loan is paid prior to the last Business Day of any Interest Period or if a Eurodollar Loan does not occur on a date specified by the Borrower in its request (other than as a result of a circumstance that adversely affects default by the London interbank market Lender), the Borrower agrees to indemnify the Lender against any loss (including any loss on redeployment of the deposits or other funds acquired by the Lender to fund or maintain such Eurodollar Rate Loan) cost or expense incurred by the Lender as a result of such prepayment. (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 Lender; (B) subject the Lender or the position Eurodollar Loans to any Tax or change the basis of such taxation of payments to the Lender of principal or interest due from the Borrower to the Lender hereunder (other than a change in such market the taxation of the overall net income or net profits of the Lender); or (iiiC) impose on the Required Lenders Lender any other condition regarding the Eurodollar Loans or the Lender’s funding thereof, and the Lender shall determine (which determination shall be conclusive, absent manifest error) that the Adjusted result of the foregoing is to increase the cost to the Lender of making or maintaining the Eurodollar Rate for any requested Interest Period Loans or to reduce the amount of principal or interest received by the Lender hereunder, then the Borrower shall pay to the Lender, on demand, such additional amounts as the Lender shall, from time to time, determine are sufficient to compensate and indemnify the Lender from such increased cost or reduced amount. (f) The Lender shall receive payments of amounts of principal of and interest with respect to a proposed the Eurodollar Rate Loan does not adequately Loans free and fairly reflect the cost to such Lenders of funding such Loanclear of, thenand without deduction for, in each case, such Lender or Lenders shall give notice thereof to the Administrative Agent and the Administrative Borrower and may any Taxes. If (A) declare that Eurodollar Rate Loans will not thereafter be made by such Lender, such that any request for Eurodollar Rate Loans from such the Lender shall be deemed subject to be a request for a Base Rate Loanany Tax in respect of any Eurodollar Loans or any part thereof or, unless such Lender’s declaration has been withdrawn (and it shall be withdrawn promptly upon the cessation of the circumstances described in clause (i) or (ii) above) and (B) require that all outstanding the Borrower shall be required to withhold or deduct any Tax from any such amount, the Eurodollar Rate applicable to such Eurodollar Loans made shall be adjusted by such the Lender be converted to Base Rate Loans immediately, reflect all additional costs incurred by the Lender in which event all outstanding Eurodollar Rate Loans connection with the payment by the Lender or the withholding by the Borrower of such Tax and the Borrower shall provide the Lender with a statement detailing the amount of any such Tax actually paid by the Borrower. Determination by the Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by the Lender is subsequently recovered by the Lender, the Lender shall reimburse the Borrower to the extent of the amount so recovered. A certificate of an officer of the Lender setting forth the amount of such recovery and the basis therefor shall be so convertedconclusive (absent manifest error).

Changed Circumstances. Notwithstanding anything (a) In connection with any request for a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the contrary contained hereinEurodollar Base Rate) or a conversion to or continuation thereof, if for any reason (i) any change the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in any law or interpretation thereof by any Governmental Authority makes it unlawful the London interbank Eurodollar market for a Lender to make or maintain a Eurodollar Rate Loan or to maintain any Commitment with respect to a Eurodollar Rate Loanthe applicable amount and Interest Period of such Advance, (ii) the Required Lenders Administrative Agent shall determine in good faith (which determination shall, shall be conclusive and binding absent manifest error, be final and conclusive and binding upon all parties hereto) that it has become impracticable as a result of a circumstance that adversely affects reasonable and adequate means do not exist for the London interbank market or ascertaining the position of such Lender in such market or (iii) the Required Lenders determine that the Adjusted Eurodollar Base Rate for any requested such Interest Period with respect to a proposed Eurodollar Rate Loan Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Base Rate does not adequately and fairly reflect the cost to such Lenders of funding making or maintaining such LoanAdvances during such Interest Period, thenthen the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist (which notice the Administrative Agent shall promptly deliver to the Borrower), the obligation of the Lenders to make a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) and the right of the Borrower to convert any Loan to or continue any Loan as a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) shall be suspended, and (x) in the case of Eurodollar Rate Advances, the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each casesuch Eurodollar Rate Advance together with accrued interest thereon (subject to Section 3.3), on the last day of the then current Interest Period applicable to such Eurodollar Rate Advance; or (B) convert the then outstanding principal amount of each such Eurodollar Rate Advance to a Floating Rate (as to which the interest rate is not determined by reference to the Eurodollar Base Rate) as of the last day of such Interest Period; or (y) in the case of Floating Rate Advances as to which the interest rate is determined by reference to the 12640621v 24740.0002 44 Eurodollar Base Rate, the Borrower shall convert the then outstanding principal amount of each such Advance to a Floating Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Base Rate as of the last day of such Interest Period. (b) If, after the date hereof, the introduction of, or any change in, any applicable law or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Installations) with any request or directive (whether or not having the force of law) of any such Governmental Authority shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Installations) to honor its obligations hereunder to make, maintain, fund or charge interest with respect to any Eurodollar Rate Advances (or any Floating Rate Advance as to which the interest rate is determined by reference to the Eurodollar Base Rate), such Lender or Lenders shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and may the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist (Awhich notice the Administrative Agent shall promptly deliver to the Borrower after receiving notice thereof from such affected Lender), (i) declare that the obligations of such Lenders to make Eurodollar Rate Loans will Advances (or Floating Rate Advances as to which the interest rate is determined by reference to the Eurodollar Base Rate), and the right of the Borrower to convert any Advance to a Eurodollar Rate Advance or continue any Advance as an Eurodollar Rate Advance with respect to such Lenders (or a Floating Rate Advance as to which the interest rate is determined by reference to the Eurodollar Base Rate) shall be suspended and thereafter the Borrower may, with respect to such Lenders, select only Floating Rate Advances (as to which the interest rate is not thereafter be determined by reference to the Eurodollar Base Rate, (ii) all Floating Rate Advances made by such Lender, such that Lenders shall cease to be determined by reference to the Eurodollar Base Rate and (iii) if any request for of the Lenders may not lawfully continue to maintain a Eurodollar Rate Loans from such Lender shall be deemed Advances to be a request for a Base Rate Loan, unless such Lender’s declaration has been withdrawn (and it shall be withdrawn promptly upon the cessation end of the circumstances described in clause (i) or (ii) above) and (B) require that all outstanding Eurodollar Rate Loans made by such Lender then current Interest Period applicable thereto, the applicable Loan shall immediately be converted to a Floating Rate Advance (as to which the interest rate is not determined by reference to the Eurodollar Base Rate Loans immediately, in which event all outstanding Eurodollar Rate Loans Rate) for the remainder of such Lender shall be so convertedInterest Period. (c) Effect of Benchmark Transition Event.

Changed Circumstances. Notwithstanding anything (a) Subject to the contrary contained hereinclause (b) below, if (i) the Required Lenders determine that for any change reason in connection with any law or interpretation thereof by any Governmental Authority makes it unlawful request for a Lender to make or maintain a Eurodollar Rate Loan or a conversion to maintain any Commitment with respect or continuation thereof that (i) Dollar deposits are not being offered to a banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (ii) adequate and reasonable means do not exist for determining the Required Lenders determine Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in good faith (which determination shallconnection with an existing or proposed Base Rate Loan, absent manifest error, be final and conclusive and binding upon all parties hereto) that it has become impracticable as a result of a circumstance that adversely affects the London interbank market or the position of such Lender in such market or (iii) the Required Lenders determine that the Adjusted Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, thenthe Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case, such Lender or Lenders shall give notice thereof to case until the Administrative Agent and (upon the Administrative instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower and may (A) declare that revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will not thereafter be made by such Lender, such that any request for Eurodollar Rate Loans from such Lender shall be deemed to be a request for a Base Rate Loan, unless such Lender’s declaration has been withdrawn (and it shall be withdrawn promptly upon the cessation of the circumstances described in clause (i) or (ii) above) and (B) require that all outstanding Eurodollar Rate Loans made by such Lender be converted to Base Rate Loans immediately, in which event all outstanding Eurodollar Rate Loans of such Lender shall be so converted.be

Changed Circumstances. Notwithstanding anything (a) Subject to the contrary contained hereinprovisions 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 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; and (C) as of the last day of any Interest Period, to convert all or any portion of the Index Loans to Base Margin Loans; provided, that Loans may not be continued as or converted to Index Loans, if the continuation or conversion thereof would violate the provisions of Sections 2.10(b) or 2.10(c) of this Agreement or if an Event of Default has occurred and is continuing. (ib) any change in any law The Term Administrative Agent’s determination of the Index Rate as provided above shall be conclusive. Furthermore, if the Term Administrative Agent or interpretation thereof by any Governmental Authority makes it unlawful for a Lender to make or maintain a Eurodollar Rate Loan or to maintain any Commitment with respect to a Eurodollar Rate Loanthe Term Lenders determines, (ii) the Required Lenders determine in good faith (which determination shallshall be conclusive), absent manifest error, be final and conclusive and binding upon all parties hereto) that it has become impracticable as a result prior to the commencement of a circumstance that adversely affects the London interbank market or the position of such Lender in such market or (iii) the Required Lenders determine that the Adjusted Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, then, in each case, such Lender or Lenders shall give notice thereof to the Administrative Agent and the Administrative Borrower and may that (A) declare that U.S. Dollar deposits of sufficient amount and maturity for funding the Loans are not available to the Term Administrative Agent or the Term Lenders in the London Interbank Eurodollar Rate market in the ordinary course of business, or (B) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applicable to the Loans will requested by the Borrowers to be Index Loans or the Loans bearing interest at the rates set forth in this Agreement shall not thereafter represent the effective pricing to the Term Administrative Agent for U.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 Term 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. (c) 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 such Lenderany governmental authority or any central bank or other fiscal, such that any request monetary or other authority having jurisdiction over the Term Agent, the Term Lenders or their respective lending offices (a “Regulatory Change”), shall, in the opinion of counsel to the Term Agent or the Term Lenders, make it unlawful for Eurodollar Rate the Term Agent or the Term Lenders to make or maintain Index Loans, then the Term Administrative Agent shall promptly notify the Lead Borrower and (A) the Index Loans from such Lender shall be deemed immediately convert to be a request for a Base Rate Loan, unless such Lender’s declaration has been withdrawn (and it shall be withdrawn promptly upon Margin Loans on the cessation last Business Day of the circumstances described in clause (i) then existing Interest Period or (ii) above) on such earlier date as required by law and (B) require no additional Index Loans shall be made until such circumstance is cured. (d) 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 Term Agent or the Term Lenders; (B) subject the Term Agent, the Term Lenders or the Index Loans to any Tax or change the basis of taxation of payments to the Term Agent or the Term Lenders of principal or interest due from the Borrowers to the Term Agent or the Term Lenders hereunder (other than a change in the taxation of the overall net income of the Term Agent or the Term Lenders); or (C) impose on the Term Agent or the Term Lenders any other condition regarding the Index Loans or the Term Agent’s or Term Lenders’ funding thereof, and the Term Administrative Agent or Term Lenders shall determine (which determination shall be conclusive) that all outstanding Eurodollar Rate the result of the foregoing is to increase the cost to the Term Agent or the Term Lenders of making or maintaining the Index Loans made or to reduce the amount of principal or interest received by the Term Agent or Term Lenders hereunder, then the Borrowers shall pay to the Term Agent or the Term Lenders, on demand, such additional amounts as the Term Administrative Agent or the Term Lenders shall, from time to time, determine are sufficient to compensate and indemnify the Term Agent or Term Lenders from such increased cost or reduced amount. Each Term Lender be converted will use reasonable efforts to Base Rate Loans immediatelydesignate 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 which event all outstanding Eurodollar Rate Loans the reasonable opinion of such Term Lender (including, without limitation, by reason of any economic, legal, or regulatory cost or disadvantage that such Term Lender may bear or suffer by reason of such designation). (e) The Term Agent and Term 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 Term Agent or any Term Lender shall be subject to any Tax in respect of any Index Loans or any part thereof or, (B) the Borrowers shall be required to withhold or deduct any Tax from any such amount, the Index Rate applicable to such Index Loans shall be adjusted by the Term Administrative Agent or such Term Lender to reflect all additional costs incurred by the Term Agent or such Term Lender in connection with the payment by the Term Agent or such Term Lender or the withholding by the Borrowers of such Tax and the Borrowers shall provide the Term Agent or such Term Lender with a statement detailing the amount of any such Tax actually paid by the Borrowers. Determination by the Term Administrative Agent or such Term Lender of the amount of such costs shall be conclusive absent manifest error. If after any such adjustment any part of any Tax paid by the Term Agent or such Term Lender is subsequently recovered by the Term Agent or such Term Lender, the Term Agent or such Term Lender, as applicable, shall reimburse the Borrowers to the extent of the amount so convertedrecovered. A certificate of an officer of the Term Administrative Agent or such Term Lender setting forth the amount of such recovery and the basis therefor shall be conclusive absent manifest error.

Changed Circumstances. Notwithstanding anything (a) In connection with any request for a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the contrary contained hereinEurodollar Base Rate) or a conversion to or continuation thereof, if for any reason (i) any change the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in any law or interpretation thereof by any Governmental Authority makes it unlawful the London interbank Eurodollar market for a Lender to make or maintain a Eurodollar Rate Loan or to maintain any Commitment with respect to a Eurodollar Rate Loanthe applicable amount and Interest Period of such Advance, (ii) the Required Lenders Administrative Agent shall determine in good faith (which determination shall, shall be conclusive and binding absent manifest error, be final and conclusive and binding upon all parties hereto) that it has become impracticable as a result of a circumstance that adversely affects reasonable and adequate means do not exist for the London interbank market or ascertaining the position of such Lender in such market or (iii) the Required Lenders determine that the Adjusted Eurodollar Base Rate for any requested such Interest Period with respect to a proposed Eurodollar Rate Loan Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Base Rate does not adequately and fairly reflect the cost to such Lenders of funding making or maintaining such LoanAdvances during such Interest Period, thenthen the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist (which notice the Administrative Agent shall promptly deliver to the Borrower), the obligation of the Lenders to make a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) and the right of the Borrower to convert any Loan to or continue any Loan as a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) shall be suspended, and (x) in the case of Eurodollar Rate Advances, the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each casesuch Eurodollar Rate Advance together with accrued interest thereon (subject to Section 3.3), on the last day of the then current Interest Period applicable to such Eurodollar Rate Advance; or (B) convert the then outstanding principal amount of each such Eurodollar Rate Advance to a Floating Rate (as to which the interest rate is not determined by reference to the Eurodollar Base Rate) as of the last day of such Interest Period; or (y) in the case of Floating Rate Advances as to which the interest rate is determined by reference to the 12604453v 1 24740.000 246 Eurodollar Base Rate, the Borrower shall convert the then outstanding principal amount of each such Advance to a Floating Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Base Rate as of the last day of such Interest Period. (b) If, after the date hereof, the introduction of, or any change in, any applicable law or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Installations) with any request or directive (whether or not having the force of law) of any such Governmental Authority shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Installations) to honor its obligations hereunder to make, maintain, fund or charge interest with respect to any Eurodollar Rate Advances (or any Floating Rate Advance as to which the interest rate is determined by reference to the Eurodollar Base Rate), such Lender or Lenders shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and may the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist (Awhich notice the Administrative Agent shall promptly deliver to the Borrower after receiving notice thereof from such affected Lender), (i) declare that the obligations of such Lenders to make Eurodollar Rate Loans will Advances (or Floating Rate Advances as to which the interest rate is determined by reference to the Eurodollar Base Rate), and the right of the Borrower to convert any Advance to a Eurodollar Rate Advance or continue any Advance as an Eurodollar Rate Advance with respect to such Lenders (or a Floating Rate Advance as to which the interest rate is determined by reference to the Eurodollar Base Rate) shall be suspended and thereafter the Borrower may, with respect to such Lenders, select only Floating Rate Advances (as to which the interest rate is not thereafter be determined by reference to the Eurodollar Base Rate, (ii) all Floating Rate Advances made by such Lender, such that Lenders shall cease to be determined by reference to the Eurodollar Base Rate and (iii) if any request for of the Lenders may not lawfully continue to maintain a Eurodollar Rate Loans from such Lender shall be deemed Advances to be a request for a Base Rate Loan, unless such Lender’s declaration has been withdrawn (and it shall be withdrawn promptly upon the cessation end of the circumstances described in clause (i) or (ii) above) and (B) require that all outstanding Eurodollar Rate Loans made by such Lender then current Interest Period applicable thereto, the applicable Loan shall immediately be converted to a Floating Rate Advance (as to which the interest rate is not determined by reference to the Eurodollar Base Rate Loans immediately, in which event all outstanding Eurodollar Rate Loans Rate) for the remainder of such Lender shall be so convertedInterest Period. (c) Effect of Benchmark Transition Event.