Common use of Inability to Determine Eurocurrency Rate Clause in Contracts

Inability to Determine Eurocurrency Rate. If the Required Lenders determine that for any reason in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank Eurocurrency market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Committed Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrowers and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

Inability to Determine Eurocurrency Rate. If In the event, prior to the commencement of any Interest Period relating to any Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency), the Administrative Agent shall determine or be notified by the Required Lenders that adequate and reasonable methods do not exist for ascertaining the Eurocurrency Rate that would otherwise determine that for the rate of interest to be applicable to any reason Eurocurrency Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders) to the Borrower and the Lenders. In such event (a) any Loan Request or Conversion Request with respect to Eurocurrency Rate Loans in connection with any the affected currency or currencies shall be automatically withdrawn and, in the case of Loans requested in Alternative Currencies, shall be deemed a request for a Loan denominated in Dollars (or at the timely request of the Borrower, a Loan denominated in an unaffected Alternative Currency), and in the case of Loans requested in Dollars, shall be deemed a request for Base Rate Loans, (b) each Eurocurrency Loan in the affected currency or currencies, will automatically, on the last day of the then current Interest Period relating thereto, (i) in the case of Eurocurrency Rate Loans denominated in an Alternative Currency, become a Loan denominated in Dollars (or at the timely request of the Borrower, a Loan denominated in an unaffected Alternative Currency) and (ii) in the case of a Eurocurrency Rate Loan or denominated in Dollars, become a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank Eurocurrency market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Committed Loan or in connection with an existing or proposed Base Rate Loan, or and (c) the Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrowers and each Lender. Thereafter, (x) the obligation obligations of the Lenders to make or maintain Eurocurrency Rate Loans in the affected currency or currencies shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case suspended until the Administrative Agent (or the Required Lenders, as applicable, determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, shall so notify the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in Borrower and the amount specified thereinLenders.

Inability to Determine Eurocurrency Rate. If prior to the Required Lenders determine that for commencement of any reason in connection with any request Tranche Period for a Eurocurrency Rate Loan or a conversion to or continuation thereof that Tranche denominated in any currency: (a) Dollar deposits are not being offered to banks in the London interbank Eurocurrency market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, Administrative Agent determines (bwhich determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for determining ascertaining the Adjusted Eurocurrency Rate or the Eurocurrency Base Rate Rate, as applicable, for any requested Interest Period with respect to a proposed such Tranche Period; or (b) the Administrative Agent is advised by the Required Committed Lenders that the Adjusted Eurocurrency Rate Committed Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurocurrency Base Rate Rate, as applicable, for any requested Interest such Tranche Period with respect to a proposed Eurocurrency Rate Loan does will not adequately and fairly reflect the cost to such Lenders of funding making or maintaining the related Tranche for such Loan, Tranche Period; then the Administrative Agent will promptly so notify shall give notice thereof to the Borrowers Borrower and each Lender. ThereafterFunding Agent by telephone or telecopy as promptly as practicable thereafter and, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent notifies the Borrower and each Funding Agent that the circumstances giving rise to such notice no longer exist, (upon i) any request to convert a Tranche to, or to continue any Tranche as, a Eurocurrency Tranche denominated in such currency shall be ineffective and such Tranche shall be converted to or continued as on the instruction last day of the Tranche Period applicable thereto (A) if such Tranche is denominated in Dollars, a Base Rate Tranche or (B) if such Tranche is denominated in a Local Currency, as a Tranche bearing interest at such rate as the Required LendersCommitted Lenders and the Borrower may agree adequately reflects the costs to the affected Lenders of making or maintaining such Tranche, and (ii) revokes if any Borrowing Request requests a Eurocurrency Borrowing in such notice. Upon receipt of currency, such notice, the Borrowers may revoke any pending request for Borrowing shall be made as a Base Rate Tranche (if such Borrowing is requested to be made in Dollars) or shall be made as a Borrowing of, conversion bearing interest at such rate as the Required Committed Lenders shall agree adequately reflects the costs to or continuation the Lenders of Eurocurrency Rate making the Loans or, failing that, will be deemed to have converted comprising such request into a request for a Borrowing of Base Rate Loans in the amount specified thereinBorrowing.

Inability to Determine Eurocurrency Rate. If In the event, prior to the commencement of any Interest Period relating to any Eurocurrency Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders determine that for any reason in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank Eurocurrency market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable means methods do not exist for determining ascertaining the Eurocurrency Base Rate for that would otherwise determine the rate of interest to be applicable to any requested Eurocurrency Rate Loan during any Interest Period with respect to a proposed Eurocurrency Rate Committed Loan or in connection with an existing or proposed Base Rate LoanLoan utilizing the Eurocurrency Rate component in determining the Base Rate, or (cb) the Eurocurrency Base Rate determined or to be determined for any requested such Interest Period with respect to a proposed Eurocurrency Rate Loan does will not adequately and fairly reflect the cost to such the Lenders of funding making or maintaining their Eurocurrency Rate Loans during such Loanperiod, the Administrative Agent will promptly so notify shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrowers and each Lenderthe Lenders) to the Borrowers and the applicable Lenders. Thereafter, In such event (xi) the obligation of the Lenders any Loan Request or Conversion Request with respect to make or maintain Eurocurrency Rate Loans shall be suspended, automatically withdrawn and shall be deemed a request for Base Rate Loans (y) in the event of a determination described in the preceding sentence with respect without reference to the Eurocurrency Rate component of the Base Rate), (ii) each Eurocurrency Rate Loan will automatically, on the utilization last day of the then current Interest Period relating thereto, become a Base Rate Loan and (iii) the obligations of the Lenders to make Eurocurrency Rate Loans or the obligation of the Lenders to make a Base Rate Loan utilizing the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case case, until the Administrative Agent (or the Required Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, Lenders shall so notify the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in and the amount specified thereinLenders.

Inability to Determine Eurocurrency Rate. If the Required Lenders determine that for any reason in connection with any request for a Eurocurrency Rate Loan or a conversion to thereto or continuation thereof that thereof, (a) Dollar the Agent determines that (i) deposits (whether in Dollars or an Alternative Currency, as applicable) are not being offered to banks in the London applicable offshore interbank Eurocurrency market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (bii) adequate and reasonable means do not exist for determining the Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Committed Loan (whether denominated in Dollars or an Alternative Currency, as applicable) or in connection with an existing or proposed Base Rate Loan, or (cb) the Required Banks determine that for any reason the Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders Banks of funding such Loan, the Administrative Agent will promptly so notify the Borrowers Borrower and each LenderBank. Thereafter, (x) the obligation of the Lenders Banks to make or maintain maintain, or to convert Loans to, Eurocurrency Rate Loans in the affected currency or currencies shall be suspendedsuspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required LendersBanks) revokes such notice. Upon receipt of such notice, the Borrowers Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount (or Dollar Equivalent thereof) specified therein. Notwithstanding the foregoing, if the Agent has made the determination described in clause (a) of the first sentence of this section, the Agent, in consultation with the Borrower and the Banks, may establish an alternative interest rate that reflects the all-in-cost of funds to the Required Banks for funding Loans in the applicable currency and amount, and with the same Interest Period as the Eurocurrency Rate Loan requested to be made, converted or continued, as the case may be (the “Impacted Loans”), in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (x) the Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this section, (y) the Required Banks notify the Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Banks of funding the Impacted Loans, or (z) any Bank determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Bank or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Bank to do any of the foregoing and provides the Agent and the Borrower written notice thereof.

Inability to Determine Eurocurrency Rate. If the Required Lenders determine that for any reason in connection with any request for a Eurocurrency Rate Loan or a conversion to thereto or continuation thereof that thereof, (a) Dollar the Agent determines that (i) deposits (whether in Dollars or an Alternative Currency, as applicable) are not being offered to banks in the London applicable offshore interbank Eurocurrency market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (bii) adequate and reasonable means do not exist for determining the Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Committed Loan (whether denominated in Dollars or an Alternative Currency, as applicable) or in connection with an existing or proposed Base Rate Loan, or (cb) the Required Banks determine that for any reason the Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders Banks of funding such Loan, the Administrative Agent will promptly so notify the Borrowers Borrower and each LenderBank. Thereafter, (x) the obligation of the Lenders Banks to make or maintain maintain, or to convert Loans to, Eurocurrency Rate Loans in the affected currency or currencies shall be suspendedsuspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required LendersBanks) revokes such notice. Upon receipt of such notice, the Borrowers Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, in the case of a pending request for a Eurocurrency Rate Loan or conversion or continuation in an Alternative Currency as to which the Agent has made the determination described in clause (a) of the first sentence of this section, the Agent, in consultation with the Borrower and the Banks, may establish an alternative interest rate that reflects the all-in-cost of funds to the Required Banks for funding Loans in the applicable currency and amount, and with the same Interest Period as the Eurocurrency Rate Loan requested to be made, converted or continued, as the case may be (the “Impacted Loans”), in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (x) the Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this section, (y) the Required Banks notify the Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Banks of funding the Impacted Loans, or (z) any Bank determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Bank or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Bank to do any of the foregoing and provides the Agent and the Borrower written notice thereof.

Inability to Determine Eurocurrency Rate. If In the event, prior to the commencement of any Interest Period relating to any Eurocurrency Rate Loan denominated in Dollars or an Optional Currency (such currency, whether Dollars or an Optional Currency, referred to in this ss. 5.5 as the "Affected Currency"), the Administrative Agent shall determine or be notified by the Required Lenders determine that for any reason in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank Eurocurrency market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable means methods do not exist for determining ascertaining the Eurodollar Rate, the International Eurocurrency Base Rate for that would otherwise determine the rate of interest to be applicable to any requested Eurocurrency Rate Loan denominated in the Affected Currency during any Interest Period with respect to a proposed Eurocurrency Rate Committed Loan or in connection with an existing or proposed Base Rate Loan, or (cb) the Eurocurrency Base Rate determined or to be determined for any requested such Interest Period with respect to a proposed Eurocurrency Rate Loan does will not adequately and fairly reflect the cost to such the Lenders of funding making or maintaining their Eurocurrency Rate Loans during such Loanperiod, the Administrative Agent will promptly so notify shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrowers and each Lenderthe Lenders) to the Borrowers and the Lenders. ThereafterIn such event (i) any Loan Request or Conversion Request with respect to Eurocurrency Rate Loans shall be automatically withdrawn and, only in the case of Revolving Credit Loans denominated in Dollars, shall be deemed a request for Base Rate Loans, (xii) each Eurocurrency Rate Loan if denominated in Dollars will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and if denominated in an Optional Currency that is an Affected Currency, be repaid and (iii) the obligation obligations of the Lenders to make or maintain Eurocurrency Rate Loans denominated in the Affected Currency shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case suspended until the Administrative Agent (or the Required Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, shall so notify the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in and the amount specified thereinLenders.

Inability to Determine Eurocurrency Rate. If the Required Lenders determine that for any reason (a) in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof thereof, the Agent determines that (i) deposits (whether in Dollars or an Alternative Currency, as applicable) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency, as applicable) or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a), “Impacted Loans”), (b) the Agent determines for any reason that (i) Dollar deposits are not being offered to banks in the London interbank Eurocurrency eurodollar market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, a LIBOR Loan or (bii) adequate and reasonable means do not exist for determining the Eurocurrency Base LIBOR Daily Floating Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Committed LIBOR Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Requisite Lenders determine that for any reason the Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrowers Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), (y) the obligation of the Lenders to make or maintain LIBOR Loans shall be suspended, and (yz) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Requisite Lenders) revokes such notice. Upon receipt of such notice, the Borrowers Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or a borrowing of or conversion to LIBOR Loans, or, failing that, will be deemed to have converted such request into a request for a Borrowing borrowing of Base Rate Loans (or Dollar Equivalent thereof) in the amount specified therein. Notwithstanding the foregoing, if the Agent has made the determination described in clause (a) of the first sentence of this section, the Agent, in consultation with the Borrower and the Requisite Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (x) the Agent revokes the notice delivered with respect to the Impacted Loans, (y) the Requisite Lenders notify the Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (z) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Agent and the Borrower written notice thereof.

Inability to Determine Eurocurrency Rate. If In the Required Lenders event, prior to the commencement of any Interest Period relating to any Eurocurrency Rate Loan, the Administrative Agent shall determine that for any reason or be notified by the Fronting Bank or, in connection with any request for the case of a Eurocurrency Rate Loan or a conversion denominated in Dollars advanced to or continuation thereof Hexcel, by any Lender that (a) Dollar deposits are not being offered to banks in the London interbank Eurocurrency market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable means methods do not exist for determining ascertaining the Eurocurrency Base Rate for that would otherwise determine the rate of interest to be applicable to any requested Eurocurrency Rate Loan during any Interest Period with respect or deposits in Dollars, Pounds Sterling or Euros in the relevant Interest Period are not are not available to a proposed the Administrative Agent, the Fronting Bank or the Lenders in any Eurocurrency Rate Committed Loan or in connection with an existing or proposed Base Rate LoanInterbank Market, or (cb) the -72- Eurocurrency Base Rate determined or to be determined for any requested such Interest Period with respect to a proposed Eurocurrency Rate Loan does will not adequately and fairly reflect the cost to such the Fronting Bank or the Lenders of funding making or maintaining their Eurocurrency Rate Loans during such Loanperiod, the Administrative Agent will promptly shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrowers and the Lenders) to the Borrowers and the Lenders. In such event (i) any Loan Request, Conversion Request or OC Notice with respect to Eurocurrency Rate Loans shall be automatically withdrawn and, (A) in the case of Revolving Credit Loans denominated in Dollars, shall be deemed a request for Base Rate Loans, and (B) in the case of Revolving Credit Loans denominated in Pounds Sterling or Euros advanced to any Foreign Borrower shall be deemed a request for Base Rate Loans for such currency, in an amount not to exceed the then-available applicable Overdraft Facility Sublimit, and, in each case, the Administrative Agent shall have the ability to increase any applicable Overdraft Facility Sublimit to the amount required to accommodate such requested Revolving Credit Loans, (ii) each Eurocurrency Rate Loan shall, on the last day of the then current Interest Period relating thereto, (A) if denominated in Dollars, automatically become a Base Rate Loan, and (B) if denominated in Pounds Sterling or Euros and advanced to any Foreign Borrower, automatically become a Base Rate Loan denominated in Pounds Sterling or Euros, as the case may be, in an amount not to exceed the then-available applicable Overdraft Facility Sublimit, and, in each case, the Administrative Agent shall have the ability to increase any applicable Overdraft Facility Sublimit to the amount required to accommodate such requested Revolving Credit Loans and (iii) the obligations of the Lenders to make Eurocurrency Rate Loans shall be suspended until the Administrative Agent, the Fronting Bank or the Required Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Fronting Bank or the Required Lenders, as applicable, shall so notify the Borrowers and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

Inability to Determine Eurocurrency Rate. If In the event, prior to the commencement of any Interest Period relating to any Eurocurrency Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders determine that for any reason in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank Eurocurrency market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable means methods do not exist for determining ascertaining the Eurocurrency Base Rate for that would otherwise determine the rate of interest to be applicable to any requested Eurocurrency Rate Loan during any Interest Period with respect or deposits in Euros in the relevant Interest Period are not are not available to a proposed the Administrative Agent or the Lenders in any Eurocurrency Rate Committed Loan or in connection with an existing or proposed Base Rate LoanInterbank Market, or (cb) the Eurocurrency Base Rate determined or to be determined for any requested such Interest Period with respect to a proposed Eurocurrency Rate Loan does will not adequately and fairly reflect the cost to such the Lenders of funding making or maintaining their Eurocurrency Rate Loans during such Loanperiod, the Administrative Agent will promptly so notify shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrowers and each Lenderthe Lenders) to the Borrowers and the Lenders. ThereafterIn such event (i) any Loan Request, Conversion Request or Euro Notice with respect to Eurocurrency Rate Loans shall be automatically withdrawn and, in the case of Revolving Credit Loans denominated in Dollars, shall be deemed a request for Base Rate Loans, and in the case of any Eurocurrency Rate Loan denominated in Euros, shall be withdrawn, (xii) each Eurocurrency Rate Loan shall, on the last day of the then current Interest Period relating thereto, if denominated in Dollars, automatically become a Base Rate Loan, and if denominated in Euros, be repaid, (iii) the obligation obligations of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case suspended until the Administrative Agent (or the Required Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, shall so notify the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in and the amount specified thereinLenders.

Inability to Determine Eurocurrency Rate. (a) If prior to the Required Lenders determine that for commencement of any reason in connection with any request Tranche Period for a Eurocurrency Rate Loan or a conversion to or continuation thereof that Tranche: (ai) Dollar deposits are not being offered to banks in the London interbank Eurocurrency market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, Purchaser Agent determines (bwhich determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for determining ascertaining on a timely basis the Adjusted Eurocurrency Rate or the Eurocurrency Base Rate Rate, as applicable, for any requested Interest Period with respect to a proposed such Tranche Period; or (ii) the applicable Purchaser Agent determines that the Adjusted Eurocurrency Rate Committed Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurocurrency Base Rate Rate, as applicable, for any requested Interest such Tranche Period with respect to a proposed Eurocurrency Rate Loan does will not adequately and fairly reflect the cost to the applicable Purchasers of making or maintaining the related Tranche for such Lenders Tranche Period; (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Seller or the Required Committed Purchasers notify the Administrative Agent (with, in the case of funding the Required Committed Purchasers, a copy to the Seller) that the Seller or the Required Committed Purchasers (as applicable) have determined that (i) the circumstances set forth in Section 2.13(a)(i) have arisen and such Loancircumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 2.13(a)(i) have not arisen but either (x) the administrator or the supervisor of the administrator of the applicable Eurocurrency Rate or a governmental authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which such Eurocurrency Rate shall no longer be made available or used for determining the interest rate of loans (and there is no successor administrator that will continue publication of such Eurocurrency Rate) or (y) the supervisor for the administrator of Eurocurrency Rate has made a public statement that the administrator of the Eurocurrency Rate is insolvent (and there is no successor administrator that will continue publication of the Eurocurrency Rate), then reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Seller may amend this Agreement to replace the Eurocurrency Rate with an alternative benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein, but excluding, for the avoidance of doubt, any change that would result in a reduction of the Applicable Margin), giving due consideration to the then prevailing market for similar syndicated credit facilities in London for such alternative benchmarks (any such proposed rate, a “Eurocurrency Successor Rate”). Any such change in the Eurocurrency Successor Rate, together with any such other related changes and any such amendment shall, notwithstanding anything to the contrary in Section 11.1, become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Committed Purchasers and the Seller unless, prior to such time, the Purchasers comprising the Required Committed Purchasers have delivered to the Administrative Agent written notice that such Required Committed Purchasers do not accept such amendment. (c) If no Eurocurrency Successor Rate has been determined and the circumstances under clause (a)(i) or (b) of this Section exist (as applicable), the Administrative Agent will promptly so notify the Borrowers Seller, each Committed Purchaser and each LenderConduit Purchaser. Thereafter, until an alternate rate of interest shall be determined in accordance with Section 2.13(b) (x) but, in the obligation case of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended, and (y) in the event of a determination circumstances described in clause (b)(ii) of the preceding first sentence with respect of Section 2.13(b), only to the extent the Eurocurrency Rate component of the Base Ratefor such Tranche Period is not available or published at such time on a current basis), the utilization final paragraph of the Section 2.13(a) shall be applicable. (d) Notwithstanding anything else herein, any definition of Eurocurrency Rate component in determining the Base Successor Rate shall provide that in no event shall such Eurocurrency Successor Rate be suspended, in each case until the Administrative Agent (upon the instruction less than zero for purposes of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified thereinthis Agreement.

Inability to Determine Eurocurrency Rate. If the Required Lenders determine that for any reason in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank Eurocurrency market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (b) adequate and 47438543.7 reasonable means do not exist for determining the Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Committed Loan or in connection with an existing or proposed Base Rate LoanLoan (whether denominated in Dollars or an Alternative Currency), or (c) the Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrowers Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrowers Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans in the affected currency or currencies or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, in the case of a pending request for a Eurocurrency Rate Loan or conversion or continuation in an Alternative Currency as to which the Administrative Agent has made the determination described in clause (a) of the first sentence of this paragraph, the Borrower, the Administrative Agent and the Required Lenders may establish a mutually acceptable alternative interest rate that reflects the all-in-cost of funds to such Lenders for funding Loans in the applicable currency and amount, and with the same Interest Period as the Eurocurrency Rate Loan requested to be made, converted or continued, as the case may be (the “Impacted Loans”), in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (x) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans aunder clause (a) of the first sentence of this paragraph, (y) the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (z) any Lender determines that any law has made it unlawful, or that any governmental authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any governmental authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Eurocurrency Rate. If In the Required Lenders determine that for event, prior to the commencement of any reason in connection with Interest Period relating to any request for a Eurocurrency Rate Loan, the Agent shall determine or be notified by the UK Lender, if such Loan is a UK Loan, or a conversion the Majority Domestic Lenders, with respect to or continuation thereof any other Loan, that (a) Dollar deposits are adequate and reasonable methods do not being offered to banks in the London interbank Eurocurrency market exist for ascertaining the applicable amount and Interest Period Eurocurrency Rate that would otherwise determine the rate of interest to be applicable to such Eurocurrency Rate Loan, the Agent shall forthwith give notice of such determination (bwhich shall be conclusive and binding on the Borrowers and the Lenders) adequate to the applicable Borrower(s) and reasonable means do not exist for determining to the Eurocurrency Base Rate for applicable Lender(s). In such event (i) any requested Interest Period Loan Request or Conversion Request with respect to a proposed Eurocurrency Rate Committed Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrowers and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspendedautomatically withdrawn and (except in the case of Sterling Loans and Punt Loans) shall be deemed a request for Base Rate Loans, (ii) each Eurocurrency Rate Loan (other than Sterling Loans and Punt Loans) will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, (iii) the UK Borrowers shall repay each Sterling Loan and each Punt Loan (or replace each such Loan with Revolving Credit Loans bearing interest at the Base Rate) on the last day of the then current Interest Period relating to such Sterling Loan or Punt Loan, and (yiv) in the event obligations of a determination described in the preceding sentence with respect Domestic Lenders or, as the case may be, the UK Lender to the make Eurocurrency Rate component of Loans shall be suspended until the Base RateAgent or, as the case may be, the utilization of UK Lender or Majority Domestic Lenders determine that the Eurocurrency Rate component in determining circumstances giving rise to such suspension no longer exist, whereupon the Base Rate shall be suspendedAgent or, in each as the case until may be, the Administrative Agent (upon the instruction of the Required UK Lender or the Majority Domestic Lenders, shall so notify the applicable Borrower(s) revokes such notice. Upon receipt of such notice, and the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified thereinapplicable Lender(s).

Inability to Determine Eurocurrency Rate. If In the event, prior to the commencement of any Interest Period relating to any Eurocurrency Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders determine that for any reason in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank Eurocurrency market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable means methods do not exist for determining ascertaining the Eurocurrency Base Rate for that would otherwise determine the rate of interest to be applicable to any requested Eurocurrency Rate Loan during any Interest Period with respect or deposits in the relevant Optional Currency in the relevant Interest Period are not available to a proposed Eurocurrency Rate Committed Loan or in connection with an existing or proposed Base Rate Loan, the Administrative Agent or (cb) the Eurocurrency Base Rate determined or to be determined for any requested such Interest Period with respect to a proposed Eurocurrency Rate Loan does will not adequately and fairly reflect the cost to such the Lenders of funding making or maintaining their Eurocurrency Rate Loans during such Loanperiod, the Administrative Agent will promptly so notify shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrowers Borrower and each Lenderthe Lenders) to the Borrower and the Lenders. ThereafterIn such event (i) any Loan Request, Optional Currency Notice or Conversion Request with respect to Eurocurrency Rate Loans shall be automatically withdrawn and, in the case of Revolving Credit Loans denominated in Dollars, shall be deemed a request for Base Rate Loans and, in the case of any Eurocurrency Rate Loan denominated in an Optional Currency, shall be withdrawn, (xii) each Eurocurrency Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, if denominated in Dollars become a Base Rate Loan and, if denominated in an Optional Currency, be repaid, and (iii) the obligation obligations of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case suspended until the Administrative Agent (or the Required Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, shall so notify the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in Borrower and the amount specified thereinLenders.

Inability to Determine Eurocurrency Rate. If In the Required Lenders determine that for event, prior to the commencement of any reason in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank Eurocurrency market for the applicable amount and Interest Period of such relating to any Eurocurrency Rate Loan, (b) the Agent shall determine or be notified by the Majority Banks that adequate and reasonable means methods do not exist for determining ascertaining the Eurodollar Rate (for Loans denominated in Dollars) or the International Eurocurrency Base Rate (for any requested Loan denominated in an Optional Currency) applicable to a Revolving Credit Loan denominated in a particular Optional Currency, as the case may be, that would otherwise determine the rate of interest to be applicable to any Eurocurrency Rate Loan during any Interest Period Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Banks) to the Borrower and the Banks. In such event (a) any Loan Request or Conversion Request with respect to a proposed Eurocurrency Rate Committed Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrowers and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspendedautomatically withdrawn and, in the case of Revolving Credit Loans denominated in Dollars, shall be deemed a request for Base Rate Loans to be denominated in Dollars and in the case of any Eurocurrency Rate Loan denominated in an Optional Currency, shall be withdrawn, (b) each Eurocurrency Rate Loan denominated in Dollars will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan and each Eurocurrency Rate Loan denominated in any Optional Currency will be required to be repaid on the last day of the then current Interest Period relating thereto, and (yc) in the event obligations of a determination described in the preceding sentence with respect Banks to the make Eurocurrency Rate component of Loans shall be suspended until the Base RateAgent or the Majority Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes Majority Banks, shall so notify the Borrower and the Banks. Notwithstanding the foregoing, to the extent such notice. Upon receipt of such notice, inability to determine the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of International Eurocurrency Rate Loans oris specific to a particular Optional Currency, failing that, will be deemed nothing contained herein shall require the Borrower to have converted such request into a request for a Borrowing of Base repay any Eurocurrency Rate Loans Loan denominated in the amount specified thereinany other Optional Currency.

Inability to Determine Eurocurrency Rate. If the Required Lenders determine that for any reason in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof thereof, (a) the Agent determines that (ai) Dollar deposits are not being offered to banks in the London interbank Eurocurrency eurodollar market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (bii) adequate and reasonable means do not exist for determining the Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Committed Loan or in connection with an existing or proposed Base Rate Loan, or (cb) the Requisite Lenders determine that for any reason the Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrowers Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspendedsuspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Requisite Lenders) revokes such notice. Upon receipt of such notice, the Borrowers Borrower may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing borrowing of Base Rate Loans in the amount specified therein.

Inability to Determine Eurocurrency Rate. If the Required Lenders determine that for any reason in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank Eurocurrency market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Committed Loan or in connection with an existing or proposed Base Rate LoanLoan (whether denominated in Dollars or an Alternative Currency), or (c) the Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrowers Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrowers Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans in the affected currency or currencies or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

Inability to Determine Eurocurrency Rate. If In the Required Lenders determine that for event, prior to the commencement of any reason in connection with Interest Period relating to any request for a Eurocurrency Rate Loan Loan, the Agent shall determine or a conversion to or continuation thereof be notified by the Majority Banks that (a) Dollar deposits are not being offered to banks in the London interbank Eurocurrency market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable means methods do not exist for determining ascertaining the Eurocurrency Base Rate, that would otherwise determine the rate of interest to be applicable to any Eurocurrency Rate for Loan during any requested Interest Period with respect or deposits of Dollars or the relevant Optional Currency, as the case may be, in the relevant Interest Period are not available to a proposed Eurocurrency Rate Committed Loan the Agent or the Banks in connection with an existing any London or proposed Base Rate Loanother offshore interbank market, or (cb) the Eurocurrency Base Rate determined or to be determined for any requested such Interest Period with respect to a proposed Eurocurrency Rate Loan does will not adequately and fairly reflect the cost to the Banks of making or maintaining their Eurocurrency Rate Loans during such Lenders of funding such Loanperiod, the Administrative Agent will promptly so notify shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrowers Borrower and each Lenderthe Banks) to the Borrower and the Banks. Thereafter, In such event (xa) the obligation of the Lenders any Loan Request or Conversion Request with respect to make or maintain Eurocurrency Rate Loans shall be suspendedautomatically withdrawn and, in the case of Revolving Credit Loans denominated in Dollars, shall be deemed a request for Prime Rate Loans to be denominated in Dollars and in the case of any Eurocurrency Rate Loan denominated in an Optional Currency, shall be withdrawn, (b) each Eurocurrency Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, if denominated in Dollars, become a Prime Rate Loan and if denominated in an Optional Currency, be repaid, and (yc) in the event obligations of a determination described in the preceding sentence with respect Banks to the make Eurocurrency Rate component of Loans shall be suspended until the Base RateAgent or the Majority Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such noticeMajority Banks, shall so notify the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in Borrower and the amount specified thereinBanks.

Inability to Determine Eurocurrency Rate. If the Required Lenders determine that for any reason in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank Eurocurrency market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Committed Loan or in connection with an existing or proposed Base Rate LoanLoan (whether denominated in Dollars or an Alternative Currency), or (c) the Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrowers Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrowers Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans in the affected currency or currencies or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, in the case of a pending request for a Eurocurrency Rate Loan or conversion or continuation in an Alternative Currency as to which the Administrative Agent has made the determination described in clause (a) of the first sentence of this paragraph, the Borrower, the Administrative Agent and the Required Lenders may establish a mutually acceptable alternative interest rate that reflects the all-in-cost of funds to such Lenders for funding Loans in the applicable currency and amount, and with the same Interest Period as the Eurocurrency Rate Loan requested to be made, converted or continued, as the case may be (the “Impacted Loans”), in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (x) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this paragraph, (y) the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (z) any Lender determines that any law has made it unlawful, or that any governmental authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any governmental authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Eurocurrency Rate. If In the event, prior to the commencement of any Interest Period relating to any Eurocurrency Rate Loan denominated in Dollars or an Optional Currency (such currency, whether Dollars or an Optional Currency, referred to in this Section 5.5 as the "Affected Currency"), the Administrative Agent shall determine or be notified by the Required Lenders determine that for any reason in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank Eurocurrency market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable means methods do not exist for determining ascertaining the Eurodollar Rate or the International Eurocurrency Base Rate for that would otherwise determine the rate of interest to be applicable to any requested Eurocurrency Rate Loan denominated in the Affected Currency during any Interest Period with respect to a proposed Eurocurrency Rate Committed Loan or in connection with an existing or proposed Base Rate Loan, or (cb) the Eurocurrency Base Rate determined or to be determined for any requested such Interest Period with respect to a proposed Eurocurrency Rate Loan does will not adequately and fairly reflect the cost to such the Lenders of funding making or maintaining their Eurocurrency Rate Loans during such Loanperiod, the Administrative Agent will promptly so notify shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrowers and each Lenderthe Lenders) to the Borrowers and the Lenders. ThereafterIn such event (i) any Loan Request or Conversion Request with respect to Eurocurrency Rate Loans shall be automatically withdrawn and, only in the case of Revolving Credit Loans denominated in Dollars, shall be deemed a request for Base Rate Loans, (xii) each Eurocurrency Rate Loan if denominated in Dollars will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and if denominated in an Optional Currency that is an Affected Currency, be repaid and (iii) the obligation obligations of the Lenders to make or maintain Eurocurrency Rate Loans denominated in the Affected Currency shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case suspended until the Administrative Agent (or the Required Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, shall so notify the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in and the amount specified thereinLenders.

Inability to Determine Eurocurrency Rate. If the Required Lenders determine that for any reason in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof that thereof, (a) Dollar the Administrative Agent or the Required Lenders determines that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the London applicable offshore interbank Eurocurrency market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (bii) adequate and reasonable means do not exist for determining the Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Committed Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan, or (cb) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrowers and each Lender. Thereafter, (x) the obligation -45- of the Lenders to make or maintain Eurocurrency Rate Loans in the affected currency or currencies shall be suspended, (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrowers any applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

Inability to Determine Eurocurrency Rate. If or Canadian Eurodollar --------------------------------------------------------------- Rate. In the Required Lenders determine that for event, prior to the commencement of any reason in connection with Interest Period relating to ---- any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof Canadian Eurodollar Loan (as the case may be), the Administrative Agent shall determine that (a) Dollar deposits are not being offered to banks in the London interbank Eurocurrency market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable means methods do not exist for determining ascertaining the Eurocurrency Base Rate for or Canadian Eurodollar Rate (as the case may be) that would otherwise determine the rate of interest to be applicable to any requested such Loan during any Interest Period with respect to a proposed Eurocurrency Rate Committed Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LoanPeriod, the Administrative Agent will promptly so notify shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrowers US Borrower, the Canadian Borrower, the Mexican Borrower and each Lenderthe US Banks) to the US Borrower, the Canadian Borrower or the Mexican Borrower (as the case may be) and the US Banks. Thereafter, In such event (xa) the obligation of the Lenders any Loan Request or Conversion Request with respect to make or maintain Eurocurrency Rate Loans shall be suspendedautomatically withdrawn and, in the case of Revolving Credit Loans denominated in Dollars, shall be deemed a request for Base Rate Loans denominated in Dollars and, in the case of any Eurocurrency Rate Loan denominated in an Optional Currency, shall be withdrawn, (b) each Eurocurrency Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan and each Eurocurrency Rate Loan denominated in any Optional Currency will be required to be repaid on the last day of the then current Interest Period relating thereto, (c) each Canadian Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a CDOR Rate Loan, and (yd) in the event obligations of a determination described in the preceding sentence with respect US Banks to the make Eurocurrency Rate component of Loans or Canadian Eurodollar Rate Loans (as the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate case may be) shall be suspended, in each case suspended until the Administrative Agent (upon determines that the instruction of circumstances giving rise to such suspension no longer exists, whereupon the Required Lenders) revokes such notice. Upon receipt of such noticeAdministrative Agent shall so notify the US Borrower, the Borrowers Canadian Borrower or the Mexican Borrower (as the case may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in be) and the amount specified thereinUS Banks.

Inability to Determine Eurocurrency Rate. (a) If prior to the Required Lenders determine that for commencement of any reason in connection with any request Tranche Period for a Eurocurrency Rate Loan or a conversion to or continuation thereof that Tranche: (ai) Dollar deposits are not being offered to banks in the London interbank Eurocurrency market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, Purchaser Agent determines (bwhich determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for determining ascertaining on a timely basis the Adjusted Eurocurrency Rate or the Eurocurrency Base Rate Rate, as applicable, for any requested Interest Period with respect to a proposed such Tranche Period; or (ii) the applicable Purchaser Agent determines that the Adjusted Eurocurrency Rate Committed Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurocurrency Base Rate Rate, as applicable, for any requested Interest such Tranche Period with respect to a proposed Eurocurrency Rate Loan does will not adequately and fairly reflect the cost to the applicable Purchasers of making or maintaining the related Tranche for such Lenders Tranche Period; then, such Purchaser Agent shall give notice thereof to the Seller, the Master Servicer and each other Purchaser Agent by telephone or facsimile as promptly as practicable thereafter and, until the circumstances giving rise to such notice no longer exist any affected Eurocurrency Tranche shall as of funding the last day of the Tranche Period applicable thereto be converted to or continued as a Base Rate Tranche. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Seller or the Required Committed Purchasers notify the Administrative Agent (with, in the case of the Required Committed Purchasers, a copy to the Seller) that the Seller or the Required Committed Purchasers (as applicable) have determined that (i) the circumstances set forth in Section 2.13(a)(i) have arisen and such Loancircumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 2.13(a)(i) have not arisen but either (x) the administrator or the supervisor of the administrator of the applicable Eurocurrency Rate or a governmental authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which such Eurocurrency Rate shall no longer be made available or used for determining the interest rate of loans (and there is no successor administrator that will continue publication of such Eurocurrency Rate) or (y) the supervisor for the administrator of Eurocurrency Rate has made a public statement that the administrator of the Eurocurrency Rate is insolvent (and there is no successor administrator that will continue publication of the Eurocurrency Rate), then reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Seller may amend this Agreement to replace the Eurocurrency Rate with an alternative benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein, but excluding, for the avoidance of doubt, any change that would result in a reduction of the Applicable Margin), giving due consideration to the then prevailing market for similar syndicated credit facilities in London for such alternative benchmarks (any such proposed rate, a “Eurocurrency Successor Rate”). Any such change in the Eurocurrency Successor Rate, together with any such other related changes and any such amendment shall, notwithstanding anything to the contrary in Section 11.1, become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Committed Purchasers and the Seller unless, prior to such time, the Purchasers comprising the Required Committed Purchasers have delivered to the Administrative Agent written notice that such Required Committed Purchasers do not accept such amendment. (c) If no Eurocurrency Successor Rate has been determined and the circumstances under clause (a)(i) or (b) of this Section exist (as applicable), the Administrative Agent will promptly so notify the Borrowers Seller, each Committed Purchaser and each LenderConduit Purchaser. Thereafter, until an alternate rate of interest shall be determined in accordance with Section 2.13(b) (x) but, in the obligation case of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended, and (y) in the event of a determination circumstances described in clause (b)(ii) of the preceding first sentence with respect of Section 2.13(b), only to the extent the Eurocurrency Rate component of the Base Ratefor such Tranche Period is not available or published at such time on a current basis), the utilization final paragraph of the Section 2.13(a) shall be applicable. (d) Notwithstanding anything else herein, any definition of Eurocurrency Rate component in determining the Base Successor Rate shall provide that in no event shall such Eurocurrency Successor Rate be suspended, in each case until the Administrative Agent less than zero for purposes of this Agreement. (upon the instruction of the Required Lenderso) revokes such notice. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, will The following Section 5.1(z) (Transparency Requirements) shall be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.added immediately following Section 5.1(y):

Inability to Determine Eurocurrency Rate. If In the event, prior to the commencement of any Interest Period relating to any Eurocurrency Rate Loan, the Agent or the UK Fronting Lender (as applicable) shall determine or be notified by the Required Lenders that adequate and reasonable methods do not exist for ascertaining the Eurocurrency Rate that would otherwise determine that the rate of interest to be applicable to any Eurocurrency Rate Loan during any Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrowers and the Lenders) to the Borrower and the Lenders. In such event (i) any Loan Request or Conversion Request with respect to Eurocurrency Rate Loans (other than UK Acquisition Loans) shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (ii) any reason in connection UK Loan Request with any respect to a UK Acquisition Loan shall be deemed to be, rather than a request for a Eurocurrency Rate Loan, a request for a UK Acquisition Loan or bearing interest at a conversion rate reasonably determined by the UK Fronting Lender to or continuation thereof that (a) Dollar deposits are not being offered be equal to banks in the London interbank Eurocurrency market its costs of funds for such UK Acquisition Loan for the applicable amount and Interest Period plus the Applicable Margin for Eurocurrency Rate Loans for UK Acquisition Loans, (iii) each Eurocurrency Rate Loan (other than a UK Acquisition Loan) will automatically, on the last day of such Eurocurrency the then current Interest Period relating thereto, become a Base Rate Loan, (biv) adequate and reasonable means do not exist for determining each UK Acquisition Loan will automatically, on the Eurocurrency Base Rate for any requested last day of the then current Interest Period with respect relating thereto, become a UK Acquisition Loan bearing interest at a rate reasonably determined by the UK Fronting Lender to a proposed be equal to its costs of funds for such UK Acquisition Loan for the applicable Interest Period plus the Applicable Margin for Eurocurrency Rate Committed Loan or in connection with an existing or proposed Base Rate Loan, or Loans for UK Acquisition Loans and (cv) the Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrowers and each Lender. Thereafter, (x) the obligation obligations of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case suspended until the Administrative Agent (upon determines that the instruction of circumstances giving rise to such suspension no longer exist, whereupon the Required Agent shall so notify th Borrower and the Lenders) revokes such notice. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

Inability to Determine Eurocurrency Rate. If In the Required Lenders determine that for event, prior to the commencement of any reason in connection with Interest Period relating to any request for a Eurocurrency Rate Loan Loan, the Agent shall determine or a conversion to or continuation thereof be notified by the Majority Banks that (a) Dollar deposits are not being offered to banks in the London interbank Eurocurrency market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable means methods do not exist for determining ascertaining the Eurodollar Rate or the International Eurocurrency Base Rate, as the case may be, that would otherwise determine the rate of interest to be applicable to any Eurocurrency Rate for Loan during any requested Interest Period with respect or deposits of Dollars or the relevant Optional Currency, as the case may be, in the relevant Interest Period are not available to a proposed the Agent or the Banks in any Eurocurrency Rate Committed Loan or in connection with an existing or proposed Base Rate LoanInterbank Market, or (cb) the Eurodollar Rate or the International Eurocurrency Base Rate Rate, as the case may be, determined or to be determined for any requested such Interest Period with respect to a proposed Eurocurrency Rate Loan does will not adequately and fairly reflect the cost to the Banks of making or maintaining their Eurocurrency Rate Loans during such Lenders of funding such Loanperiod, the Administrative Agent will promptly so notify shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrowers Borrower and each Lenderthe Banks) to the Borrower and the Banks. Thereafter, In such event (xa) the obligation of the Lenders any Loan Request or Conversion Request with respect to make or maintain Eurocurrency Rate Loans shall be suspendedautomatically withdrawn and, in the case of Revolving Credit Loans denominated in Dollars, shall be deemed a request for Prime Rate Loans to be denominated in Dollars and in the case of any Eurocurrency Rate Loan denominated in an Optional Currency, shall be withdrawn, (b) each Eurocurrency Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, if denominated in Dollars, become a Prime Rate Loan and if denominated in an Optional Currency, be repaid, and (yc) in the event obligations of a determination described in the preceding sentence with respect Banks to the make Eurocurrency Rate component of Loans shall be suspended until the Base RateAgent or the Majority Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such noticeMajority Banks, shall so notify the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in Borrower and the amount specified thereinBanks.

Inability to Determine Eurocurrency Rate. If In the event, prior to the commencement of any Interest Period relating to any Eurocurrency Rate Loan denominated in Dollars or an Optional Currency (such currency, whether Dollars or an Optional Currency, referred to in this Section 5.5 as the "Affected Currency"), the Administrative Agent shall determine or be notified by the Required Lenders determine that for any reason in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank Eurocurrency market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable means methods do not exist for determining ascertaining the Eurodollar Rate or the International Eurocurrency Base Rate for that would otherwise determine the rate of interest to be applicable to any requested Eurocurrency Rate Loan denominated in the Affected Currency during any Interest Period with respect to a proposed Eurocurrency Rate Committed Loan or in connection with an existing or proposed Base Rate Loan, or (cb) the Eurocurrency Base Rate determined or to be determined for any requested such Interest Period with respect to a proposed Eurocurrency Rate Loan does will not adequately and fairly reflect the cost to such the Lenders of funding making or maintaining their Eurocurrency Rate Loans during such Loanperiod, the Administrative Agent will promptly so notify shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrowers and each Lenderthe Lenders) to the Borrowers and the applicable Lenders. ThereafterIn such event (i) any Loan Request or Conversion Request with respect to Eurocurrency Rate Loans shall be automatically withdrawn and, only in the case of the applicable Loans denominated in Dollars, shall be deemed a request for Base Rate Loans, (xii) each Eurocurrency Rate Loan if denominated in Dollars will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and if denominated in an Optional Currency that is an Affected Currency, be repaid and (iii) the obligation obligations of the Lenders to make or maintain Eurocurrency Rate Loans denominated in the Affected Currency shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case suspended until the Administrative Agent (or the Required Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, Lenders shall so notify the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in and the amount specified thereinLenders.