Common use of Euro-Rate Unascertainable Clause in Contracts

Euro-Rate Unascertainable. (a) If on any date on which a Euro-Rate would otherwise be determined, the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that: (i) adequate and reasonable means do not exist for ascertaining such Euro-Rate, or (ii) a contingency has occurred which materially and adversely affects the London interbank market relating to the Euro-Rate, or (b) if at any time any Bank shall have determined (which determination shall be conclusive absent manifest error) that: (i) the making, maintenance or funding of any Loan to which a Euro-Rate Option applies has been made impracticable or unlawful by compliance by such Bank in good faith with any Law or any interpretation or application thereof by any Official Body or with any request or directive of any such Official Body (whether or not have the force of Law), or (ii) such Euro-Rate Option will not adequately and fairly reflect the cost to such Bank of the establishment or maintenance of any such Loan, or (iii) after making all reasonable efforts that deposits of the relevant amount in Dollars for the relevant Interest Period for a Loan to which a Euro-Rate Option applies, respectively, are not available to such Bank with respect to a proposed Euro-Rate Loan in the London interbank market, in the case of any event specified in subsection (a) above, then the Administrative Agent shall promptly so notify the Banks and the Borrower thereof and in the case of any event specified in subsection (b) above, such Bank shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice and the Administrative Agent shall promptly send copies of such notice and certificate to the other Banks and the Borrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) the obligation of (A) the Banks in the case of such notice given by the Administrative Agent or (B) such Bank in the case of such notice given by such Bank to allow the Borrower to select, convert to or renew a Euro-Rate Option shall be suspended until the Administrative Agent shall have later notified the Borrower or such Bank shall have later notified the Administrative Agent, of the Administrative Agent's or such Bank's, as the case may be, determination (which determination shall be conclusive absent manifest error) that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under subsection (a) or (b) of this Section 4.04 and the Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Bank notifies the Administrative Agent of a determination under subsection (b) of this Section 4.04, the Borrower shall, subject to the Borrower's indemnification obligations under Section 5.06(b), as to any Loan of the Bank to which a Euro-Rate Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan or prepay such Loan in accordance with Section 5.04 hereof. Absent due notice from the Borrower of conversion or prepayment such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Euro-Rate Unascertainable. (a) If on any date on which a Euro-Rate would otherwise be determined, the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that: (i) adequate and reasonable means do not exist for ascertaining such Euro-Rate, or (ii) a contingency has occurred which materially and adversely affects the London interbank market relating to the Euro-Rate, or (b) if at any time any Bank shall have determined (which determination shall be conclusive absent manifest error) that: (i) the making, maintenance or funding of any Loan to which a Euro-Rate Option applies has been made impracticable or unlawful by compliance by such Bank in good faith with any Law or any interpretation or application thereof by any Official Body or with any request or directive of any such Official Body (whether or not have having the force of Law), or (ii) such Euro-Rate Option will not adequately and fairly reflect the cost to such Bank of the establishment or maintenance of any such Loan, or (iii) after making all reasonable efforts that deposits of the relevant amount in Dollars for the relevant Euro-Rate Interest Period for a Loan to which a Euro-Rate Option applies, respectively, are not available to such Bank with respect to a proposed Euro-Rate Loan in the London interbank market, in the case of any event specified in subsection (a) above, then the Administrative Agent shall promptly so notify the Banks and the Borrower thereof and in the case of any an event specified in subsection (b) above, such Bank shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice and the Administrative Agent shall promptly send copies of such notice and certificate to the other Banks and the Borrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) the obligation of (A) the Banks in the case of such notice given by the Administrative Agent or (B) such Bank in the case of such notice given by such Bank to allow the Borrower to select, convert to or renew a Euro-Rate Option shall be suspended until the Administrative Agent shall have later notified the Borrower or such Bank shall have later notified the Administrative Agent, of the Administrative Agent's or such Bank's, as the case may be, determination (which determination shall be conclusive absent manifest error) that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under subsection (a) or (b) of this Section 4.04 and the Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Bank notifies the Administrative Agent of a determination under subsection (b) of this Section 4.04, the Borrower shall, subject to the Borrower's indemnification obligations under Section 5.06(b), as to any Loan of the Bank to which a Euro-Rate Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan or prepay such Loan in accordance with Section 5.04 hereof. Absent due notice from the Borrower of conversion or prepayment such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Euro-Rate Unascertainable. If (a) If on any date on which a Euro-Rate would otherwise be determined, the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that: (i) adequate and reasonable means do not exist for ascertaining such Euro-Rate, or (ii) a contingency has occurred which materially and adversely affects the London interbank market relating to the Euro-Rate, ormarket, (b) if at any time any Bank shall have determined (which determination shall be conclusive absent manifest error) that: (i) the making, maintenance or funding of any Loan to which a the Euro-Rate Option applies has been made impracticable or unlawful by compliance by such Bank in good faith with any Law or any interpretation or application thereof by any Official Body or with any request or directive of any such Official Body (whether or not have having the force of Law), or, (ii) such the Euro-Rate Option will not adequately and fairly reflect the cost to such Bank of the establishment or maintenance of any such Loan, or (iii) or if any Bank determines after making all reasonable efforts that deposits of the relevant amount in Dollars for the relevant Euro-Rate Interest Period for a Loan to which a the Euro-Rate Option applies, respectively, applies are not available to such Bank with respect to a proposed Euro-Rate Loan in the London interbank market, then, in the case of any event specified in subsection (a) above, then the Administrative Agent shall promptly so notify the Banks and the Borrower thereof thereof, and in the case of any an event specified in subsection (b) above, such Bank shall promptly so notify the Administrative Agent and endorse attach a certificate to such notice as to the specific circumstances of such notice and the Administrative Agent shall promptly send copies of such notice and certificate to the other Banks and the Borrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) the obligation of (A) the Banks in the case of such notice given by the Administrative Agent Agent, or (B) such Bank in the case of such notice given by such Bank Bank, to allow the Borrower to select, convert to or renew a the Euro-Rate Option shall be suspended until the Administrative Agent shall have later notified the Borrower Borrower, or such Bank shall have later notified the Administrative Agent, of the Administrative Agent's or such Bank's, as the case may be, determination (which determination shall be conclusive absent manifest error) that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under subsection (a) of this Section 4.4 or any Bank notifies the Agent of a determination under subsection (b) of this Section 4.04 and 4.4 and, in either case, the Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a the Euro-Rate Option and such Interest Euro-Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Bank notifies the Administrative Agent of a determination under subsection (b) of this Section 4.044.4, the Borrower shall, subject to the Borrower's indemnification obligations under Section 5.06(b5.5(b), as to any Loan of the Bank to which a the Euro-Rate Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan or prepay such Loan in accordance with Section 5.04 hereof5.4. Absent due notice from the Borrower of conversion or prepayment prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Euro-Rate Unascertainable. (ai) If on any date on which a Euro-Rate would otherwise be determined, the Administrative Agent shall have determined (which determination shall be conclusive absent manifest errorfinal and conclusive) that: (ia) adequate and reasonable means do not exist for ascertaining such Euro-Rate, or (iib) a contingency has occurred which materially and adversely affects the London interbank market relating to the Euro-Rate, or (bii) if at any time any Bank shall have determined (which determination shall be conclusive absent manifest errorfinal and conclusive) that: (ia) the making, maintenance or funding of any Loan the Portion of the Loans to which a Euro-Rate Option applies has been made impracticable or unlawful by compliance by such Bank in good faith with any Law Governmental Rule or any interpretation or application thereof by any Official Body Governmental Person or with any request or directive of any such Official Body Governmental Person (whether or not have having the force of Lawlaw), or (iib) such Euro-Rate Option will not adequately and fairly reflect the cost to such Bank of the establishment or maintenance of any such Loan, the Portions of the Loans to which a Euro-Rate Option applies or (iiic) after making all reasonable efforts that deposits of the relevant amount in Dollars for the relevant Euro-Rate Interest Period for a Loan the Loans to which a Euro-Rate Option applies, respectively, are not available to such Bank with respect to at the effective cost of funding a proposed Euro-Rate Loan Interest Period, in the London interbank market, in the case of any event specified in subsection (a) above, then the Administrative Agent shall promptly so notify the Banks and the Borrower thereof and in the case of any event specified in subsection (b) above, such Bank shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice and the Administrative Agent shall promptly send copies of such notice and certificate to the other Banks and the Borrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) the obligation of (A) the Banks in the case of such notice given by the Administrative Agent or (B) such Bank in the case of such notice given by such Bank to allow the Borrower to select, convert to or renew a Euro-Rate Option shall be suspended until the Administrative Agent shall have later notified the Borrower or such Bank shall have later notified the Administrative Agent, of the Administrative Agent's or such Bank's, as the case may be, determination (which determination shall be conclusive absent manifest error) that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under subsection (a) or (b) of this Section 4.04 and the Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Bank notifies the Administrative Agent of a determination under subsection (b) of this Section 4.04, the Borrower shall, subject to the Borrower's indemnification obligations under Section 5.06(b), as to any Loan of the Bank to which a Euro-Rate Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan or prepay such Loan in accordance with Section 5.04 hereof. Absent due notice from the Borrower of conversion or prepayment such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.,

Euro-Rate Unascertainable. (a) If on any date on which a Euro-Rate would otherwise be determined, the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that: (i) adequate and reasonable means do not exist for ascertaining such Euro-Rate, or (ii) a contingency has occurred which materially and adversely affects the London interbank market relating to the Euro-Rate, or (b) if at any time any Bank shall have determined (which determination shall be conclusive absent manifest error) that: (i) the making, maintenance or funding of any Term Loan to which a Euro-Rate Option applies has been made impracticable or unlawful by compliance by such Bank in good faith with any Law or any interpretation or application thereof by any Official Body or with any request or directive of any such Official Body (whether or not have having the force of Law), or (ii) such Euro-Euro- Rate Option will not adequately and fairly reflect the cost to such Bank of the establishment or maintenance of any such Term Loan, or (iii) after making all reasonable efforts that deposits of the relevant amount in Dollars for the relevant Euro-Rate Interest Period for a Term Loan to which a Euro-Rate Option applies, respectively, applies are not available to such Bank with respect to at the effective cost of funding a proposed Euro-Rate Loan loan, in the London interbank market, then, in the case of any event specified in subsection (a) above, then the Administrative Agent shall promptly so notify the Banks and the Borrower thereof and in the case of any an event specified in subsection (b) above, such Bank shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice and the Administrative Agent shall promptly send copies of such notice and certificate to the other Banks and the Borrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) the obligation of (A) the Banks in the case of such notice given by the Administrative Agent or (B) such Bank in the case of such notice given by such Bank to allow the Borrower to select, convert to or renew a continue the Euro-Rate Option shall be suspended until the Administrative Agent shall have later notified the Borrower or such Bank shall have later notified the Administrative Agent, of the Administrative Agent's or such Bank's, as the case may be, determination (which determination shall be conclusive absent manifest error) that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under subsection (a) or (b) of this Section 4.04 3.4 and the Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Euro-Rate Option and such Interest Euro-Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Term Loans. If any Bank notifies the Administrative Agent of a determination under subsection (b) of this Section 4.043.4, the Borrower shall, subject to the Borrower's indemnification obligations under Section 5.06(b4.6(b), as to any Term Loan of the Bank to which a Euro-Rate Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Term Loan or prepay such Term Loan in accordance with Section 5.04 4.5(A) hereof. Absent due notice from the Borrower of conversion or prepayment such Term Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Term Loan upon such specified date.

Euro-Rate Unascertainable. (a) If If, on any date on which a Euro-Rate would otherwise be determined, the Administrative Agent Bank shall have determined (which determination shall be conclusive absent manifest error) that: (i) adequate and reasonable means do not exist for ascertaining such Euro-Rate, or (ii) a contingency an event or condition has occurred which materially and adversely affects the London interbank market relating to the Euro-Rateapplicable U.S. eurodollar markets, or (b) if If, at any time any time, the Bank shall have determined (which determination shall be conclusive absent manifest error) that: (i) the making, maintenance or funding of any portion of the Loan to which a Euro-Rate Option applies has been made impracticable or unlawful by compliance by such if the Bank complies in good faith with any Law law or any interpretation or application thereof by any Official Body or with any request or directive of any such Official Body (whether or not have having the force of Lawlaw), or (ii) such Euro-Rate Option will not adequately and fairly reflect the cost to such the Bank of the establishment or maintenance of any such Loanportion of the Loan to which a Euro-Rate Option applies, or (iii) after making all reasonable efforts that efforts, deposits of the relevant amount in Dollars U.S. dollars for the relevant Interest Period for a any portion of the Loan to which a Euro-Rate Option applies, respectively, applies are not available to such the Bank with respect to a proposed Euro-Rate Loan in the London interbank marketapplicable U.S. eurodollar markets, then, in the case of any event specified in subsection (a) above, then the Administrative Agent shall promptly so notify the Banks and the Borrower thereof and in the case of any event specified in subsection or (b) above, such the Bank shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice and the Administrative Agent shall promptly send copies of such notice and certificate to the other Banks and the BorrowerBorrower thereof. Upon such date as shall be specified in any such notice (which shall not be earlier than the date such notice is given) the obligation of (A) the Banks in the case of such notice given by the Administrative Agent or (B) such Bank in the case of such notice given by such Bank to allow the Borrower to select, continue, convert to or renew a Euro-Rate Option shall be suspended until the Administrative Agent Bank shall have later notified the Borrower or such Bank shall have later notified the Administrative Agent, of the Administrative AgentBank's or such Bank's, as the case may be, determination (which determination shall be conclusive absent manifest error) that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under subsection (a) or (b) of Borrower receives notice from the Bank as provided for in this Section 4.04 and the Borrower has previously notified the Administrative Agent of its selection of, conversion to 3.4 whether or renewal of a not any Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall shall, subject to the Borrower's indemnification obligations under Section 3.12(b), be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Bank notifies the Administrative Agent of a determination under subsection (b) of this Section 4.04, the Borrower shall, subject to the Borrower's indemnification obligations under Section 5.06(b), as to any Loan of the Bank to which a EuroBase-Rate Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan or prepay such Loan in accordance with Section 5.04 hereof. Absent due notice from the Borrower of conversion or prepayment such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified dateOption.

Euro-Rate Unascertainable. (a) If on any date on which a Euro-Rate would otherwise be determined, the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that: (i) adequate and reasonable means do not exist for ascertaining such Euro-Rate, or (ii) a contingency has occurred which materially and adversely affects the secondary market for negotiable certificates of deposit maintained by dealers of recognized standing relating to the London interbank market relating to the Euro-Euro- Rate, or (b) if at any time any Bank shall have determined (which determination shall be conclusive absent manifest error) that: (i) the making, maintenance or funding of any Revolving Credit Loan to which a Euro-Revolving Credit Euro- Rate Option applies has been made impracticable or unlawful by compliance by such Bank in good faith with any Law or any interpretation or application thereof by any Official Body or with any request or directive of any such Official Body (whether or not have having the force of Law), or (ii) such Revolving Credit Euro-Rate Option will not adequately and fairly reflect the cost to such Bank of the establishment or maintenance of any such Revolving Credit Loan, or (iii) after making all reasonable efforts that deposits of the relevant amount in Dollars for the relevant Euro-Rate Interest Period for a Revolving Credit Loan to which a Revolving Credit Euro-Rate Option applies, respectively, are not available to such Bank with respect to at the effective cost of funding a proposed Revolving Credit Loan to which the Revolving Credit Euro-Rate Loan Option applies in the London interbank market, then, in the case of any event specified in subsection (a) above, then the Administrative Agent shall promptly so notify NovaCare, as agent for the Borrowers, and the Banks and the Borrower thereof and in the case of any an event specified in subsection (b) above, such Bank shall promptly so notify the Administrative Agent in such capacity and endorse a certificate to such notice as to the specific circumstances of such notice and the Administrative Agent shall promptly send copies of such notice and certificate to the other Banks and NovaCare, as agent for the BorrowerBorrowers. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) the obligation of (A) the Banks in the case of such notice given by the Administrative Agent or (B) such Bank in the case of such notice given by such Bank to allow NovaCare, as agent for the Borrower Borrowers, to select, convert to or renew a Revolving Credit Euro-Rate Option shall be suspended until the Administrative Agent shall have later notified the Borrower NovaCare, in such capacity, or such Bank shall have later notified the Administrative Agent, of the Administrative Agent's or such Bank's, as the case may be, determination (which determination shall be conclusive absent manifest error) that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under subsection (a) or (b) of this Section 4.04 and the Borrower NovaCare has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Revolving Credit Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Revolving Credit Base Rate Option otherwise available with respect to such Revolving Credit Loans. If any Bank notifies the Administrative Agent of a determination under subsection (b) of this Section 4.04, the Borrower Borrowers shall, subject to the Borrower's Borrowers' indemnification obligations under Section 5.06(b), as to any Revolving Credit Loan of the such Bank to which a Revolving Credit Euro-Rate Option applies, on the date specified in such notice either convert such Revolving Credit Loan to the Revolving Credit Base Rate Option otherwise available with respect to such Revolving Credit Loan or prepay such Revolving Credit Loan in accordance with Section 5.04 hereof. Absent due notice from the Borrower NovaCare of conversion or prepayment prepayment, such Revolving Credit Loan shall automatically be converted to the Revolving Credit Base Rate Option otherwise available with respect to such Revolving Credit Loan upon such specified date.

Euro-Rate Unascertainable. If: (a) If on any date on which a Euro-Rate would otherwise be determined, the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that: (i) adequate and reasonable means do not exist for ascertaining such Euro-Rate, or (ii) a contingency has occurred which materially and adversely affects the London interbank market relating to the Euro-Rate, market; or (b) if at any time any Bank shall have determined (which determination shall be conclusive absent manifest error) that: (i) the making, maintenance or funding of any Loan to which a the Euro-Rate Option applies has been made impracticable or unlawful by compliance by such Bank in good faith with any Law or any interpretation or application thereof by any Official Body or with any request or directive of any such Official Body (whether or not have having the force of Law), or (ii) such the Euro-Rate Option will not adequately and fairly reflect the cost to such Bank of the establishment or maintenance of any such Loan, or (iii) or if any Bank determines after making all reasonable efforts that deposits of the relevant amount in Dollars for the relevant Euro-Rate Interest Period for a Loan to which a the Euro-Rate Option applies, respectively, applies are not available to such Bank with respect to a proposed Euro-Rate Loan in the London interbank market, then, in the case of any event specified in subsection (a) above, then the Administrative Agent shall promptly so notify the Banks and the Borrower thereof Borrowers thereof; and in the case of any an event specified in subsection (b) above, such Bank shall promptly so notify the Administrative Agent and endorse attach a certificate to such notice as to the specific circumstances of such notice notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Banks and the BorrowerBorrowers. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) ), the obligation of (A) the Banks Banks, in the case of such notice given by the Administrative Agent Agent, or (B) such Bank Bank, in the case of such notice given by such Bank Bank, to allow the Borrower Borrowers to select, convert to or renew a the Euro-Rate Option shall be suspended until the Administrative Agent shall have later notified the Borrower Borrowers, or such Bank shall have later notified the Administrative Agent, of the Administrative Agent's or such Bank's, as the case may be, determination (which determination shall be conclusive absent manifest error) that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under subsection (a) of this Section 4.4 or any Bank notifies the Agent of a determination under subsection (b) of this Section 4.04 and 4.4 and, in either case, the Borrower has Borrowers have previously notified the Administrative Agent of its their selection of, conversion to or renewal of a the Euro-Rate Option and such Interest Euro-Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Bank notifies the Administrative Agent of a determination under subsection (b) of this Section 4.044.4, the Borrower Borrowers shall, subject to the Borrower's Borrowers' indemnification obligations under Section 5.06(b5.5(b), as to any Loan of the Bank to which a the Euro-Rate Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan or prepay such Loan in accordance with Section 5.04 hereof5.4. Absent due notice from the Borrower Borrowers of conversion or prepayment prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Euro-Rate Unascertainable. (a) If on any date on which a Euro-Rate would otherwise be determined, the Administrative Agent Bank shall have determined (which determination shall be conclusive absent manifest error) that: (i) adequate and reasonable means do not exist for ascertaining such Euro-Rate, or (ii) a contingency has occurred which materially and adversely affects the secondary market for negotiable certificates of deposit maintained by dealers of recognized standing relating to the London interbank market relating to the Euro-Rate, or (b) if at any time any the Bank shall have determined (which determination shall be conclusive absent manifest error) that: (i) the making, maintenance or funding of any Revolving Credit Loan to which a Revolving Credit Euro-Rate Option applies has been made impracticable or unlawful by compliance by such the Bank in good faith with any Law or any interpretation or application thereof by any Official Body or with any request or directive of any such Official Body (whether or not have having the force of Law), or (ii) such Revolving Credit Euro-Rate Option will not adequately and fairly reflect the cost to such Bank of the establishment or maintenance of any such Revolving Credit Loan, or (iii) after making all reasonable efforts that deposits of the relevant amount in Dollars for the relevant Euro-Rate Interest Period for a Revolving Credit Loan to which a Revolving Credit Euro-Rate Option applies, respectively, are not available to such the Bank with respect to at the effective cost of funding a proposed Revolving Credit Loan to which the Revolving Credit Euro-Rate Loan Option applies in the London interbank market, then, in the case of any event specified in subsection (a) above, then the Administrative Agent Bank shall promptly so notify Integra, as agent for the Banks and the Borrower thereof Borrowers, and in the case of any an event specified in subsection (b) above, such the Bank shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice and the Administrative Agent Bank shall promptly send copies of such notice and certificate to Integra, as agent for the other Banks and the BorrowerBorrowers. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) the obligation of (A) the Banks in the case of such notice given by the Administrative Agent or (B) such Bank in the case of such notice given by such Bank to allow Integra, as agent for the Borrower Borrowers, to select, convert to or renew a Revolving Credit Euro-Rate Option shall be suspended until the Administrative Agent shall have later notified the Borrower or such Bank shall have later notified the Administrative Agent, of the Administrative Agent's or such Bank's, as the case may be, determination (which determination shall be conclusive absent manifest error) that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under subsection (a) or (b) of this Section 4.04 and the Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Bank notifies the Administrative Agent of a determination under subsection (b) of this Section 4.04, the Borrower shall, subject to the Borrower's indemnification obligations under Section 5.06(b), as to any Loan of the Bank to which a Euro-Rate Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan or prepay such Loan in accordance with Section 5.04 hereof. Absent due notice from the Borrower of conversion or prepayment such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Euro-Rate Unascertainable. (a) If on any date on which a Euro-Rate would otherwise be determined, the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that: (i) adequate and reasonable means do not exist for ascertaining such Euro-Rate, or (ii) a contingency has occurred which materially and adversely affects the secondary market for negotiable certificates of deposit maintained by dealers of recognized standing relating to the London interbank market relating to the Euro-Rate, or (b) if at any time any Bank shall have determined (which determination shall be conclusive absent manifest error) that: (i) the making, maintenance or funding of any Revolving Credit Loan to which a Revolving Credit Euro-Rate Option applies has been made impracticable - 36 - 83 or unlawful by compliance by such Bank in good faith with any Law or any interpretation or application thereof by any Official Body or with any request or directive of any such Official Body (whether or not have having the force of Law), or (ii) such Revolving Credit Euro-Rate Option will not adequately and fairly reflect the cost to such Bank of the establishment or maintenance of any such Revolving Credit Loan, or (iii) after making all reasonable efforts that efforts, deposits of the relevant amount in Dollars for the relevant Euro-Rate Interest Period for a Revolving Credit Loan to which a Revolving Credit Euro-Rate Option applies, respectively, applies are not available to such Bank with respect to at the effective cost of funding a proposed Revolving Credit Loan to which the Revolving Credit Euro-Rate Loan Option applies in the London interbank market, then, in the case of any event specified in subsection (a) above, then the Administrative Agent shall promptly so notify NovaCare, as agent for the Borrowers, and the Banks and the Borrower thereof and in the case of any an event specified in subsection (b) above, such Bank shall promptly so notify the Administrative Agent in such capacity and endorse a certificate to such notice as to the specific circumstances of such notice and the Administrative Agent shall promptly send copies of such notice and certificate to the other Banks and NovaCare, as agent for the BorrowerBorrowers. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) the obligation of (A) the Banks in the case of such notice given by the Administrative Agent or (B) such Bank in the case of such notice given by such Bank to allow NovaCare, as agent for the Borrower Borrowers, to select, convert to or renew a Revolving Credit Euro-Rate Option shall be suspended until the Administrative Agent shall have later notified the Borrower NovaCare, in such capacity, or such Bank shall have later notified the Administrative Agent, of the Administrative Agent's or such Bank's, as the case may be, determination (which determination shall be conclusive absent manifest error) that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under subsection (a) or (b) of this Section 4.04 and the Borrower NovaCare has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Revolving Credit Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Revolving Credit Base Rate Option otherwise available with respect to such Revolving Credit Loans. If any Bank notifies the Administrative Agent of a determination under subsection (b) of this Section 4.04, the Borrower Borrowers shall, subject to the Borrower's Borrowers' indemnification obligations under Section 5.06(b), as to any Revolving Credit Loan of the such Bank to which a Revolving Credit Euro-Rate Option applies, on the date specified in such notice either convert such Revolving Credit Loan to the Revolving Credit Base Rate Option otherwise available with respect to such Revolving Credit Loan or prepay such Revolving Credit Loan in accordance with Section 5.04 hereof. Absent due notice from the Borrower NovaCare of conversion or prepayment prepayment, such Revolving Credit Loan shall automatically be converted to the Revolving Credit Base Rate Option otherwise available with respect to such Revolving Credit Loan upon such specified date.

Euro-Rate Unascertainable. (a) If If, on any date on which a Euro-Rate would otherwise be determined, the Administrative Agent Bank shall have determined (which determination shall be conclusive absent manifest error) that: (i) adequate and reasonable means do not exist for ascertaining such Euro-Rate, or (ii) a contingency an event or condition has occurred which materially and adversely affects the London interbank market relating to the Euro-Rateapplicable U.S. eurodollar markets, or (b) if If, at any time any time, Bank shall have determined (which determination shall be conclusive absent manifest error) that: (i) the making, maintenance or funding of any Loan portion of the Loans to which a Euro-Rate Option applies has been made impracticable or unlawful by compliance by such if Bank complies in good faith with any Law or any interpretation or application thereof by any Official Body or with any request or directive of any such Official Body (whether or not have having the force of Law), or (ii) such Euro-Rate Option will not adequately and fairly reflect the cost to such the Bank of the establishment or maintenance of any such Loanportion of the Loans to which a Euro-Rate Option applies, or (iii) after making all reasonable efforts that efforts, deposits of the relevant amount in Dollars U.S. dollars for the relevant Interest Period for a Loan any portion of the Loans to which a Euro-Rate Option applies, respectively, applies are not available to such Bank with respect to a proposed Euro-Rate Loan in the London interbank marketapplicable U.S. eurodollar markets, hen, in the case of any event specified in subsection (a) above, then the Administrative Agent shall promptly so notify the Banks and the Borrower thereof and in the case of any event specified in subsection or (b) above, such the Bank shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice and the Administrative Agent shall promptly send copies of such notice and certificate to the other Banks and the BorrowerBorrower thereof. Upon such date as shall be specified in any such notice (which shall not be earlier than the date such notice is given) the obligation of (A) the Banks in the case of such notice given by the Administrative Agent or (B) such Bank in the case of such notice given by such Bank to allow the Borrower to select, convert to or renew a Euro-Rate Option or, in the case of an existing Euro-Rate Option which shall be unlawful for the Bank to maintain, to continue such Euro-Rate Option, shall be suspended until the Administrative Agent Bank shall have later notified the Borrower or such Bank shall have later notified the Administrative Agent, of the Administrative AgentBank's or such Bank's, as the case may be, determination (which determination shall be conclusive absent manifest error) that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under subsection (a) or (b) of Borrower receives notice from the Bank as provided for in this Section 4.04 and the Borrower has previously notified the Administrative Agent of its selection of, conversion to 1.10 whether or renewal of a not any Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall shall, subject to the Borrower's indemnification obligations under Section 1.14, be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Bank notifies the Administrative Agent of a determination under subsection (b) of this Section 4.04, the Borrower shall, subject to the Borrower's indemnification obligations under Section 5.06(b), as to any Loan of the Bank to which a EuroBase-Rate Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan or prepay such Loan in accordance with Section 5.04 hereof. Absent due notice from the Borrower of conversion or prepayment such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified dateOption.

Euro-Rate Unascertainable. (a) If on any date on which a Euro-Rate would otherwise be determined, determined the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that: (i) adequate and reasonable means do not exist for ascertaining such Euro-Rate, or (ii) a contingency has occurred which materially and adversely affects the London interbank market relating to the Euro-Ratemarket, or (b) if at any time any Bank shall have determined (which determination shall be conclusive absent manifest error) that: (i) the making, maintenance or funding of any Loan to which a Euro-Rate Option applies has been made impracticable or unlawful by compliance by such Bank in good faith with any Law or any interpretation or application thereof by any Official Body or with any request or directive of any such Official Body (whether or not have having the force of Law), or, (ii) such Euro-Rate Option will not adequately and fairly reflect the cost to such Bank of the establishment or maintenance of any such Loan, or (iii) if any Bank determines after making all reasonable efforts that deposits of the relevant amount in Dollars for the relevant Interest Period for a Loan to which a Euro-Rate Option applies, respectively, applies are not available to such Bank with respect to a proposed Euro-Rate Loan in the London interbank market, then, in the case of any event specified in subsection (a) above, then the Administrative Agent shall promptly so notify the Banks and the Borrower thereof thereof, and in the case of any an event specified in subsection (b) above, such Bank shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Banks and the Borrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) the obligation of (A) the Banks Banks, in the case of such notice given by the Administrative Agent Agent, or (B) such Bank Bank, in the case of such notice given by such Bank Bank, to allow the Borrower to select, convert to or renew a Euro-Rate Option shall be suspended until the Administrative Agent shall have later notified the Borrower or such Bank shall have later notified the Administrative Agent, Agent of the Administrative Agent's or such Bank's, as the case may be, determination (which determination shall be conclusive absent manifest error) that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under subsection (a) or (b) of this Section 4.04 4.4 and the Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Bank notifies the Administrative Agent of a determination under subsection (b) of this Section 4.044.4, the Borrower shall, subject to the Borrower's indemnification obligations under Section 5.06(b5.5(b), as to any Loan of the Bank to which a Euro-Euro- Rate Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan or prepay such Loan in accordance with Section 5.04 5.4(b) hereof; provided, however, that with respect to any notice of a determination under subsection (b)(i) of this Section 4.4, if the Bank can lawfully maintain the Euro-Rate Option through the end of the Interest Period, the Loan shall be converted to the Base Rate Option on the last day of the Interest Period. Absent due notice from the Borrower of conversion or prepayment prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Euro-Rate Unascertainable. (ai) If on any date on which a Euro-Rate would otherwise be determined, the Administrative Agent shall have determined (which determination shall be conclusive absent manifest errorfinal and conclusive) that: (ia) adequate and reasonable means do not exist for ascertaining such Euro-Rate, or (iib) a contingency has occurred which materially and adversely affects the London interbank market relating to the Euro-Rate, or (bii) if at any time any Bank shall have determined (which determination shall be conclusive absent manifest errorfinal and conclusive) that: (ia) the making, maintenance or funding of any the Portion of the Revolving Credit Loans, the Seven-Year Term Loan or the Term Loan, as the case may be, to which a Euro-Rate Option applies has been made impracticable or unlawful by compliance by such Bank in good faith with any Law Governmental Rule or any interpretation or application thereof by any Official Body Governmental Person or with any request or directive of any such Official Body Governmental Person (whether or not have having the force of Lawlaw), or (iib) such Euro-Rate Option will not adequately and fairly reflect the cost to such Bank of the establishment or maintenance of any such the Portions of the Revolving Credit Loans, the Seven-Year Term Loan or the Term Loan, as the case may be, to which a Euro-Rate Option applies or (iiic) after making all reasonable efforts that deposits of the relevant amount in Dollars for the relevant Euro-Rate Interest Period for a the Revolving Credit Loans, the Seven-Year Term Loan or the Term Loan, as the case may be, to which a Euro-Rate Option applies, respectively, are not available to such Bank with respect to at the effective cost of funding a proposed Euro-Rate Loan Interest Period, in the London interbank market, then, in the case of any event specified in subsection part (a) above, then the Administrative Agent shall promptly so notify the Banks Borrower and the Borrower thereof other Banks thereof; and in the case of any event specified in subsection part (b) above, such the affected Bank shall promptly so notify the Administrative Agent thereof, and endorse the Agent shall send a certificate to such notice as to the specific circumstances copy of such notice to the Borrower and the Administrative Agent shall promptly send copies of such notice and certificate to the other Banks and the BorrowerBanks. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) the obligation of (A) the Banks in the case of such notice given by the Administrative Agent or (B) such Bank in the case of such notice given by such Bank to allow the Borrower to select, convert to or renew a Euro-Rate Option shall be suspended until the Administrative Agent shall have later notified the Borrower or such Bank shall have later notified the Administrative Agent, of the Administrative Agent's or such Bank's, as the case may be, determination (which determination shall be conclusive absent manifest error) that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under subsection (a) or (b) of this Section 4.04 and the Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Bank notifies the Administrative Agent of a determination under subsection (b) of this Section 4.04, the Borrower shall, subject to the Borrower's indemnification obligations under Section 5.06(b), as to any Loan of the Bank to which a Euro-Rate Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan or prepay such Loan in accordance with Section 5.04 hereof. Absent due notice from the Borrower of conversion or prepayment such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.Banks

Euro-Rate Unascertainable. (a) If on any date on which a Euro-Rate would otherwise be determined, the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that: (i) adequate and reasonable means do not exist for ascertaining such Euro-Rate, or (ii) a contingency has occurred which materially and adversely affects the London interbank market relating to the Euro-Rate, or (b) if at any time any Bank shall have determined (which determination shall be conclusive absent manifest error) that: (i) the making, maintenance or funding of any Loan to which a Euro-Rate Option applies has been made impracticable or unlawful by compliance by such Bank in good faith with any Law or any interpretation or application thereof by any Official Body or with any request or directive of any such Official Body (whether or not have having the force of Law), or (ii) such Euro-Rate Option will not adequately and fairly reflect the cost to such Bank of the establishment or maintenance of any such Loan, or (iii) after making all reasonable efforts that deposits of the relevant amount in Dollars for the relevant Euro-Rate Interest Period for a Loan to which a Euro-Rate Option applies, respectively, are not available to such Bank with respect to a proposed Euro-Rate Loan in the London interbank market, in the case of any event specified in subsection (a) above, then the Administrative Agent shall promptly so notify the Banks and the Borrower thereof and in the case of any an event specified in subsection (b) above, such Bank shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice and the Administrative Agent shall promptly send copies of such notice and certificate to the other Banks and the Borrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) the obligation of (A) the Banks in the case of such notice given by the Administrative Agent or (B) such Bank in the case of such notice given by such Bank to allow the Borrower to select, convert to or renew a Euro-Rate Option shall be suspended until the Administrative Agent shall have later notified the Borrower or such Bank shall have later notified the Administrative Agent, of the Administrative Agent's or such Bank's, as the case may be, determination (which determination shall be conclusive absent manifest error) that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under subsection (a) or (b) of this Section 4.04 and the Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Bank notifies the Administrative Agent of a determination under subsection (b) of this Section 4.04, the Borrower shall, subject to the Borrower's indemnification obligations under Section 5.06(b), as to any Loan of the Bank to which a Euro-Rate Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan or prepay such Loan in accordance with Section 5.04 hereof. Absent due notice from the Borrower of conversion or prepayment such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.such

Euro-Rate Unascertainable. (ai) If on any date on which a Euro-Rate would otherwise be determined, the Administrative Agent shall have determined (which determination shall be conclusive absent manifest errorfinal and conclusive) that: (ia) adequate and reasonable means do not exist for ascertaining such Euro-Rate, or (iib) a contingency has occurred which materially and adversely affects the London interbank market relating to the Euro-Rate, or (bii) if at any time any Bank shall have determined (which determination shall be conclusive absent manifest errorfinal and conclusive) that: (ia) the making, maintenance or funding of any Loan the Portion of the Loans to which a Euro-Rate Option applies has been made impracticable or unlawful by compliance by such Bank in good faith with any Law Governmental Rule or any interpretation or application thereof by any Official Body Governmental Person or with any request or directive of any such Official Body Governmental Person (whether or not have having the force of Lawlaw), or (iib) such Euro-Rate Option will not adequately and fairly reflect the cost to such Bank of the establishment or maintenance of any such Loan, the Portions of the Loans to which a Euro-Rate Option applies or (iiic) after making all reasonable efforts that deposits of the relevant amount in Dollars for the relevant Euro-Rate Interest Period for a Loan the Loans to which a Euro-Rate Option applies, respectively, are not available to such Bank with respect to at the effective cost of funding a proposed Euro-Rate Loan Interest Period, in the London interbank market, then, in the case of any event specified in subsection part (a) above, then the Administrative Agent shall promptly so notify the Banks Borrowers and the Borrower thereof other Banks thereof; and in the case of any event specified in subsection part (b) above, such the affected Bank shall promptly so notify the Administrative Agent thereof, and endorse the Agent shall send a certificate to such notice as to the specific circumstances copy of such notice to the Borrowers and the Administrative Agent shall promptly send copies of such notice and certificate to the other Banks and the BorrowerBanks. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) the obligation of (A) the Banks in the case of such notice given by the Administrative Agent or (B) such Bank in the case of such notice given by such Bank to allow the Borrower Borrowers to select, convert to or renew a Euro-Rate Option shall be suspended until the Administrative Agent or such Bank (as the case may be) shall have later notified the Borrower or such Bank shall have later notified the Administrative Agent, Borrowers of the Administrative AgentBank's or such Bank's, as the case may be, determination (which determination shall be conclusive absent manifest errorfinal and conclusive) that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent or any Bank makes a determination under subsection parts (a) or (b) of this Section 4.04 Subsection 2.5(g) and the Borrower has Borrowers have previously notified the Administrative Agent of its the Borrowers' selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such the Portion of the Loans. If On the date of the occurrence of any Bank notifies the Administrative Agent event described in item (i) of a determination under subsection part (b) of this Section 4.04), the Borrower shall, subject to Loans bearing interest at the Borrower's indemnification obligations under Section 5.06(b), as to any Loan of the Bank to which a Adjusted Euro-Rate Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan or prepay such Loan in accordance with Section 5.04 hereof. Absent due notice from the Borrower of conversion or prepayment such Loan then outstanding shall be automatically be converted to the Base Rate Option otherwise available with respect and the Borrowers shall pay to the Banks the accrued and unpaid interest on the Loans to (but not including) the date of such conversion. The Borrowers shall pay each Bank any additional amounts determined by such Bank in good faith to be reasonably necessary to compensate such Bank for any costs incurred by such Bank as a result of any conversion pursuant to item (i) of part (b) above on a day other than the last day of the relevant Euro-Rate Interest Period, including, but not limited to, any interest or fees payable by such Bank to lenders of funds obtained by it to loan or maintain the lending of the Loans so converted. The affected Bank shall furnish to the Borrower a certificate as to the amount necessary to compensate such Bank for such costs (which certificate shall set forth the calculation in reasonable detail, and, absent manifest error in computation, shall be conclusive), and the Borrowers shall pay such amount to such Loan upon Bank, as additional consideration hereunder, within ten (10) days of the Borrowers' receipt of such specified datecertificate.