Common use of Inability to Determine Interest Rate Clause in Contracts

Inability to Determine Interest Rate. Notwithstanding any other provision of this Credit Agreement, if (a) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining EURIBOR and/or LIBOR for any Currency for any Interest Period, or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding EURIBOR/LIBOR Rate Loans that the Borrower has requested during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Initial Borrower, and the Lenders at least two Business Days prior to the first day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify the request regarding such EURIBOR/LIBOR Rate Loans, any Loans that were requested to be made as EURIBOR/LIBOR Rate Loans shall be made as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable Currency. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or converted into, EURIBOR/LIBOR Rate Loans for the Interest Periods so affected.

Inability to Determine Interest Rate. Notwithstanding any other provision of this Credit Agreement, if (a) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining EURIBOR and/or the LIBOR Rate for any Currency for any such Interest Period, or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding EURIBOR/LIBOR Rate Loans that the Borrower has Borrowers have requested be outstanding as a LIBOR tranche during such Interest Period, then the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Initial Borrower, Borrowers and the Lenders at least two (2) Business Days prior to the first day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of If such telephone notice that it wishes to rescind or modify the request regarding such EURIBOR/is given, (a) any affected LIBOR Rate Loans, any Loans that were requested to be made by the Borrowers on the first day of such Interest Period shall be made, at the sole option of the Borrowers, as EURIBOR/Base Rate Loans or such request shall be cancelled and (b) any affected Loans that were to have been converted at the request of the Borrowers on the first day of such Interest Period to or continued as LIBOR Rate Loans shall be made as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested converted to be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable CurrencyLoans. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or converted into, EURIBOR/LIBOR Rate Loans for the Interest Periods so affected.

Inability to Determine Interest Rate. Notwithstanding any other provision of this Credit Agreement, if (a) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining EURIBOR and/or LIBOR for any Currency for any such Interest Period, or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding EURIBOR/LIBOR Rate Loans that the Borrower has requested be outstanding as a LIBOR tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Initial Borrower, and the Lenders at least two Business Days prior to the first day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of If such telephone notice that it wishes to rescind or modify the request regarding such EURIBOR/LIBOR Rate Loans, is given (a) any Foreign Currency Loans that were requested to be made on the first day of such Interest Period shall be made, at the sole option of the Borrower, in Dollars as EURIBOR/Alternate Base Rate Loans or such request shall be cancelled, (b) any affected LIBOR Rate Loans requested to be made on the first day of such Interest Period shall be made, at the sole option of the Borrower, in Dollars as Alternate Base Rate Loans or such request shall be cancelled and (c) any affected Loans that were to have been converted on the first day of such Interest Period to or continued as LIBOR Rate Loans shall be made converted to or continued, at the sole option of the Borrower, in Dollars as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested to or such request shall be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable Currencycancelled. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or converted into, EURIBOR/LIBOR Rate Loans for the Interest Periods so affected. The Administrative Agent shall withdraw any notice given pursuant to this Section at such time as the condition giving rise to such notice is reasonably determined by the Administrative Agent to no longer be applicable.

Inability to Determine Interest Rate. Notwithstanding any other provision of this Credit Agreement, if (a) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, deposits in the relevant amount in the relevant currency and for the relevant Interest Period are not available in the relevant market to any Lender or reasonable and adequate means do not exist for ascertaining EURIBOR and/or LIBOR for any Currency for any such Interest Period, or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding EURIBOR/LIBOR Rate Loans that the Borrower Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Initial BorrowerCompany, and the Lenders at least two Business Days prior to the first day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of If such telephone notice that it wishes to rescind or modify the request regarding such EURIBOR/LIBOR Rate Loans, is given (i) any affected Foreign Currency Loans that were requested to be made on the first day of such Interest Period shall be made, at the sole option of the applicable Borrower, in Dollars as EURIBOR/Alternate Base Rate Loans or such request shall be cancelled, (ii) any affected LIBOR Rate Loans requested to be made on the first day of such Interest Period shall be made in Dollars as Alternate Base Rate Loans and (iii) any affected Loans that were to have been converted on the first day of such Interest Period to or continued as LIBOR Rate Loans shall be made converted to or continued in Dollars as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable CurrencyLoans. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or converted into, EURIBOR/LIBOR Rate Loans for the Interest Periods so affected.

Inability to Determine Interest Rate. Notwithstanding any other provision of this Credit Agreement, if (ai) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining EURIBOR and/or LIBOR for any Currency for any such Interest Period, or (bii) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding EURIBOR/LIBOR Rate Loans that the a Borrower has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Initial such Borrower, and the Lenders at least two Business Days prior to the first day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of If such telephone notice that it wishes to rescind or modify the request regarding such EURIBOR/LIBOR Rate Loans, is given (a) any Foreign Currency Loans that were requested to be made on the first day of such Interest Period shall be made, at the sole option of the applicable Borrower, in Dollars as EURIBOR/Alternate Base Rate Loans or such request shall be cancelled, (b) any affected LIBOR Rate Loans requested to be made on the first day of such Interest Period shall be made, at the sole option of the applicable Borrower, in Dollars as Alternate Base Rate Loans and (c) any affected Loans that on the first day of such Interest Period were to have been converted to or continued as LIBOR Rate Loans shall be made converted to or continued, at the sole option of the applicable Borrower, in Dollars as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable CurrencyLoans. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or converted into, EURIBOR/LIBOR Rate Loans for the Interest Periods so affected.

Inability to Determine Interest Rate. Notwithstanding any other provision of this Credit Agreement, if (ai) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining EURIBOR and/or LIBOR for any Currency for any such Interest Period, or (bii) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding EURIBOR/LIBOR Rate Loans that the a Borrower has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Initial such Borrower, and the Lenders at least two Business Days prior to the first day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of If such telephone notice that it wishes to rescind or modify the request regarding such EURIBOR/LIBOR Rate Loans, is given (a) any Foreign Currency Loans that were requested to be made on the first day of such Interest Period shall be made, at the sole option of the applicable Borrower, in Dollars as EURIBOR/Alternate Base Rate Loans or such request shall be cancelled, (b) any affected LIBOR Rate Loans requested to be made on the first day of such Interest Period shall be made, at the sole option of the applicable Borrower, in Dollars as Alternate Base Rate Loans and (c) any affected Loans that were to have been converted on the first day of such Interest Period to or continued as LIBOR Rate Loans shall be made converted to or continued, at the sole option of the applicable Borrower, in Dollars as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable CurrencyLoans. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or converted into, EURIBOR/LIBOR Rate Loans for the Interest Periods so affected.

Inability to Determine Interest Rate. Notwithstanding If prior to the first day of any other provision of this Credit Agreement, if Interest Period: (a) the Administrative Agent shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining EURIBOR and/or LIBOR or the CD Rate for any Currency for any such Interest Period, or or (b) the Required Administrative Agent shall have received notice from the Majority Lenders shall reasonably determine (which determination shall that LIBOR or the CD Rate determined or to be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate does determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of funding EURIBOR/LIBOR Rate making or maintaining their affected Loans that the Borrower has requested during such Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Initial Borrower, Borrower and the Lenders at least two Business Days prior as soon as practicable thereafter. If such notice is given (x) any LIBOR Loans, CD Rate Loans or LIBOR Competitive Loans, as the case may be, requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans or CD Rate Loans, as the case may be, shall be converted to or continued as ABR Loans and (z) any outstanding LIBOR Loans or CD Rate Loans, as the case may be, shall be converted, on the first day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes , to rescind or modify the request regarding such EURIBOR/LIBOR Rate ABR Loans, any Loans that were requested to be made as EURIBOR/LIBOR Rate Loans shall be made as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable Currency. Until any such notice has been withdrawn by the Administrative Agent, no further LIBOR Loans, CD Rate Loans or LIBOR Competitive Loans, as the case may be, shall be made asor continued as such, continued asnor shall the Borrower have the right to convert Loans to LIBOR Loans or CD Rate Loans, or converted into, EURIBOR/LIBOR Rate Loans for as the Interest Periods so affectedcase may be.

Inability to Determine Interest Rate. Notwithstanding any other provision of this Credit Agreement, if (ai) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining EURIBOR and/or LIBOR for any Currency for any Interest Period, or (bii) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding EURIBOR/LIBOR Rate Loans that the Borrower has requested in such Currency during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Initial Borrower, and the Lenders at least two Business Days prior to the first day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify the its request regarding such EURIBOR/LIBOR Rate Loans, any Loans that were requested to be made as EURIBOR/LIBOR Rate Loans in such Currency shall be made as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/LIBOR Rate Loans in such Currency shall remain as or be converted into Alternate Base Rate Loans in the applicable CurrencyLoans. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or converted into, EURIBOR/LIBOR Rate Loans in such Currency for the Interest Periods so affected.

Inability to Determine Interest Rate. Notwithstanding any other provision of this Credit Agreement, if (a) In the Administrative Agent event that the Bank shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon the Co-Borrowers) that, by reason of circumstances affecting the relevant London interbank market, adequate and reasonable and adequate means do not exist for ascertaining EURIBOR and/or LIBOR the Reserve Adjusted Libor applicable pursuant to Section 3.01(b) for any Currency for any requested Interest PeriodPeriod with respect to (a) the making of an LIBOR Loan, (b) a LIBOR Loan that will result from the requested conversion of a Prime Rate Loan into a LIBOR Loan, or (bc) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or continuation of a LIBOR Loan beyond the LIBOR Rate does not adequately and fairly reflect expiration of the cost to such Lenders of funding EURIBOR/LIBOR Rate Loans that the Borrower has requested during such then current Interest PeriodPeriod with respect thereto, the Administrative Agent Bank shall forthwith give telephone notice of such determination, confirmed in writing, to the Initial Borrower, and the Lenders Co-Borrowers at least two one Business Days Day prior to to, as the first case may be, the requested Borrowing Date for such LIBOR Loan, the conversion date of such Prime Rate Loan or the last day of such Interest Period. Unless the Initial Borrower shall If such notice is given (a) any LIBOR Loan that was to have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify the request regarding such EURIBOR/LIBOR Rate Loans, any Loans that were requested to be been made as EURIBOR/LIBOR Rate Loans shall be made as Alternate Base a Prime Rate Loans in the applicable Currency and Loan, (b) any Loans Prime Rate Loan that were requested was to have been converted to a LIBOR Loan shall be converted into or continued as EURIBOR/a Prime Rate Loan and (c) any outstanding LIBOR Loan shall be converted, on the last day of the then current Interest Period with respect thereto, to a Prime Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable CurrencyLoan. Until any such notice has been withdrawn by the Administrative AgentBank, no further Loans which notice of withdrawal shall be made asgiven promptly after the Bank determines that such conditions no longer exist, continued as, the Co-Borrowers shall not have the right to request a LIBOR Loan or converted into, EURIBOR/to convert a Prime Rate Loan to a LIBOR Rate Loans for the Interest Periods so affectedLoan.

Inability to Determine Interest Rate. Notwithstanding any other provision of this Credit Agreement, if (a) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining EURIBOR and/or the LIBOR Rate for any Currency for any such Interest Period, or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding EURIBOR/LIBOR Rate Loans that the a Borrower has requested be outstanding as a LIBOR tranche during such Interest Period, then the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Initial Borrower, Borrowers and the Lenders at least two (2) Business Days prior to the first day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of If such telephone notice that it wishes to rescind or modify the request regarding such EURIBOR/is given (a) any affected LIBOR Rate Loans, any Loans that were requested to be made by the Parent Borrower on the first day of such Interest Period shall be made, at the sole option of the Parent Borrower, as EURIBOR/Alternate Base Rate Loans or such request shall be cancelled and (b) any affected Loans that were to have been converted at the request of the Parent Borrower on the first day of such Interest Period to or continued as LIBOR Rate Loans shall be made converted to or continued, at the sole option of the Parent Borrower as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable CurrencyLoans. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or converted into, EURIBOR/LIBOR Rate Loans for the Interest Periods so affected.

Inability to Determine Interest Rate. Notwithstanding If prior to the first day of any other provision of this Credit Agreement, if Interest Period: (a) the Administrative Agent shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining EURIBOR and/or the LIBOR Rate for any Currency for any such Interest Period, or or (b) the Administrative Agent shall have received notice from the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate does determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of funding EURIBOR/LIBOR Rate making or maintaining their affected Revolving Loans that the Borrower has requested during such Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Initial Borrower, Borrower and the Lenders at least two Business Days prior as soon as practicable thereafter. If such notice is given (x) any LIBOR Rate Loans requested to be made on the first day of such Interest Period. Unless the Initial Borrower Period shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify the request regarding such EURIBOR/LIBOR be made as Base Rate Loans, (y) any Revolving Loans that were requested to be made as EURIBOR/have been converted on the first day of such Interest Period to LIBOR Rate Loans shall be made continued as Alternate Base Rate Loans in the applicable Currency and (z) any Loans that were requested to be converted into or continued as EURIBOR/outstanding LIBOR Rate Loans shall remain as or be converted into Alternate converted, on the last day of the then-current Interest Period, to Base Rate Loans in the applicable CurrencyLoans. Until any such notice has been withdrawn by the Administrative Agent, no further LIBOR Rate Loans shall be made asor continued as such, continued as, or converted into, EURIBOR/nor shall the Borrower have the right to convert Revolving Loans to LIBOR Rate Loans, nor shall any LIBOR Rate Swingline Loans for the Interest Periods so affectedbe made.

Inability to Determine Interest Rate. Notwithstanding any other provision of this Credit Agreement, if (ai) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, (A) by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining EURIBOR and/or LIBOR for an Interest Period or for an Alternative Currency, (B) a fundamental change has occurred in the foreign exchange or interbank markets with respect to any Alternative Currency (including, without limitation, changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls) or (C) it has become otherwise materially impractical for the Administrative Agent or the Lenders to make any Interest PeriodLoan in an Alternative Currency, or (bii) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding EURIBOR/LIBOR Rate Loans that the Borrower has requested be outstanding as a LIBOR Tranche during such an Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Initial Borrower, Borrower and the Lenders at least two Business Days prior to the first day of such Interest PeriodLenders. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify the its request regarding such EURIBOR/LIBOR Rate Loans or Alternative Currency Loans, as applicable, any Loans that were requested to be made as EURIBOR/LIBOR Rate Loans or Alternative Currency Loans, as applicable, shall be made as Alternate Base Rate Loans in the applicable Currency Dollars and any Loans that were requested to be converted into or continued as EURIBOR/LIBOR Rate Loans or Alternative Currency Loans, as applicable, shall remain as or be converted into Alternate Base Rate Loans in the applicable CurrencyDollars. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or converted into, EURIBOR/LIBOR Rate Loans or Alternative Currency Loans, as applicable, for the Interest Periods or Alternative Currencies so affected.

Inability to Determine Interest Rate. Notwithstanding any other provision of this Credit Agreement, if (a) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining EURIBOR and/or the LIBOR Rate for any Currency for any such Interest Period, or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding EURIBOR/LIBOR Rate Loans that the Borrower Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Initial BorrowerCompany, and the Lenders at least two (2) Business Days prior to the first day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of If such telephone notice that it wishes to rescind or modify the request regarding such EURIBOR/LIBOR Rate Loans, is given (i) any affected Loans that were denominated in Foreign Currencies requested to be made on the first day of such Interest Period shall be made, at the sole option of the Company, in Dollars as EURIBOR/Alternate Base Rate Loans or such request shall be cancelled, (ii) any affected LIBOR Rate Loans requested to be made on the first day of such Interest Period shall be made in Dollars as Alternate Base Rate Loans and (iii) any affected Loans that were to have been converted on the first day of such Interest Period to or continued as LIBOR Rate Loans shall be made converted to or continued in Dollars as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable CurrencyLoans. Until any such notice has been withdrawn by the Administrative AgentAgent or the Required Lenders, as applicable, no further Loans shall be made as, continued as, or converted into, EURIBOR/LIBOR Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer exist.

Inability to Determine Interest Rate. Notwithstanding If prior to the first day of any other provision of this Credit Agreement, if Interest Period: (a) the Administrative Agent shall have reasonably determine determined (which determination shall be conclusive and binding absent manifest errorupon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining EURIBOR and/or LIBOR the Eurodollar Rate for any Currency for any such Interest Period, or or (b) the Administrative Agent shall have received notice from the Required Facility Lenders shall reasonably determine (which determination shall in respect of the relevant Facility that the Eurodollar Rate determined or to be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate does determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of funding EURIBOR/LIBOR Rate making or maintaining their affected Loans that the Borrower has requested during such Interest Period, then the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, thereof to the Initial Borrower, Borrower and the Lenders at least two Business Days prior to the first day of such Interest Period. Unless the Initial Borrower shall have notified as promptly as practicable thereafter and, until the Administrative Agent (in the case of clause (b), acting upon receipt of such telephone notice that it wishes to rescind or modify the request regarding of the Required Lenders) notifies the Borrower and the Lenders that the circumstances giving rise to such EURIBOR/LIBOR Rate Loansnotice no longer exist, any Loans Borrowing Notice that were requested requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and any such Eurodollar Borrowing shall be converted to be made as EURIBOR/LIBOR a Base Rate Loans Borrowing on the last day of the then current Interest Period applicable thereto and if any Borrowing Notice requests a Eurodollar Borrowing, such Borrowing shall be made as Alternate a Base Rate Loans in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable Currency. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or converted into, EURIBOR/LIBOR Rate Loans for the Interest Periods so affectedBorrowing.

Inability to Determine Interest Rate. Notwithstanding If prior to the first day of any other provision of this Credit Agreement, if Interest Period: (a) the Administrative Agent shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining EURIBOR and/or the LIBOR Rate for any Currency for any such Interest Period, or or (b) the Required Lenders Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) have received notice from any Lender in respect of the Revolving Facility that EURIBOR and/or the LIBOR Rate does determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders Lender (as conclusively certified by such Lender) of funding EURIBOR/LIBOR Rate making or maintaining their affected Revolving Loans that the Borrower has requested during such Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Initial Borrower, Borrower and the relevant Lenders at least two Business Days prior as soon as practicable thereafter. If such notice is given (x) any LIBOR Loans under the Revolving Facility requested to be made on the first day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify the request regarding such EURIBOR/LIBOR Rate Loans, any Loans that were requested to be made as EURIBOR/LIBOR Rate Loans Period shall be made as Alternate Base Rate Loans, (y) any Revolving Loans under the Revolving Facility that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be continued as Base Rate Loans in and (z) any outstanding LIBOR Loans under the applicable Currency and any Loans that were requested Revolving Facility shall be converted, on the last day of the then-current Interest Period, to be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable CurrencyLoans. Until any such notice has been withdrawn by the Administrative Agent, no further LIBOR Loans under the Revolving Facility shall be made asor continued as such, continued as, or converted into, EURIBOR/nor shall the Borrower have the right to convert Revolving Loans under the Revolving Facility to LIBOR Rate Loans for the Interest Periods so affectedLoans.

Inability to Determine Interest Rate. Notwithstanding any other provision of this Credit Agreement, if (a) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining EURIBOR and/or the LIBOR Rate for any Currency for any such Interest Period, or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding EURIBOR/LIBOR Rate Loans that the Borrower Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Initial BorrowerCompany, and the Lenders at least two (2) Business Days prior to the first day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of If such telephone notice that it wishes to rescind or modify the request regarding such EURIBOR/LIBOR Rate Loans, is given (i) any affected Loans that were denominated in Foreign Currencies requested to be made on the first day of such Interest Period shall be made, at the sole option of the applicable Borrower, in Dollars as EURIBOR/Alternate Base Rate Loans or such request shall be cancelled, (ii) any affected LIBOR Rate Loans requested to be made on the first day of such Interest Period shall be made in Dollars as Alternate Base Rate Loans and (iii) any affected Loans that were to have been converted on the first day of such Interest Period to or continued as LIBOR Rate Loans shall be made converted to or continued in Dollars as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable CurrencyLoans. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or converted into, EURIBOR/LIBOR Rate Loans for the Interest Periods so affected.

Inability to Determine Interest Rate. Notwithstanding any other provision of this Credit Agreement, if (a) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining EURIBOR and/or LIBOR for any Currency for any such Interest Period, or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding EURIBOR/LIBOR Rate Loans that the Borrower has requested be outstanding as a LIBOR tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Initial Borrower, and the Lenders at least two Business Days prior to the first day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify the its request regarding such EURIBOR/LIBOR Rate Loans, any Loans that were requested to be made as EURIBOR/LIBOR Rate Loans shall be made as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable CurrencyLoans. Until any such notice has been withdrawn by the Administrative Agent (it being acknowledged and agreed that the Administrative Agent or the Required Lenders, as applicable, shall give prompt notice to the Borrower or the Administrative Agent, as applicable, when the conditions which gave rise to the determination made pursuant to Section 2.13(a) or (b) shall no longer be applicable) no further Loans shall be made as, continued as, or converted into, EURIBOR/LIBOR Rate Loans for the Interest Periods so affected.

Inability to Determine Interest Rate. Notwithstanding any other provision of this Credit Agreement, if (a) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining EURIBOR and/or the LIBOR Rate or BBR Rate for any Currency for any such Interest Period, or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate or BBR Rate does not adequately and fairly reflect the cost to such Lenders of funding EURIBOR/LIBOR Rate Loans or BBR Rate Loans, respectively, that the Borrower has requested be outstanding as a LIBOR or BBR Rate Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Initial Borrower, and the Lenders at least two (2) Business Days prior to the first day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify the its request regarding such EURIBOR/LIBOR Rate Loans or BBR Rate Loans, any Loans that were requested to be made in Dollars as EURIBOR/LIBOR Rate Loans shall be made as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/LIBOR Rate Loans in Dollars shall remain as or be converted into Alternate Base Rate Loans in the applicable CurrencyLoans. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or converted into, EURIBOR/LIBOR Rate Loans or BBR Rate Loans for the Interest Periods so affected.

Inability to Determine Interest Rate. Notwithstanding If prior to the first day of any other provision of this Credit Agreement, if Interest Period: (a) the Administrative Agent shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining EURIBOR and/or LIBOR the London Interbank Offered Rate for any Currency for any such Interest Period, or or (b) the Administrative Agent shall have received notice from the Required Lenders shall reasonably determine (which determination shall that the London Interbank Offered Rate determined or to be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate does determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of funding EURIBOR/LIBOR Rate making or maintaining their affected Loans that the Borrower has requested during such Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Initial Borrower, Borrower and the Lenders at least two Business Days prior as soon as practicable thereafter. If such notice is given (x) any LIBOR Loans requested CREDIT AGREEMENT to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans, shall be converted to or continued as ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes , to rescind or modify the request regarding such EURIBOR/LIBOR Rate ABR Loans, any Loans that were requested to be made as EURIBOR/LIBOR Rate Loans shall be made as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable Currency. Until any such notice has been withdrawn by the Administrative Agent, no further LIBOR Loans shall be made asor continued as such, continued asnor shall the Borrower have the right to convert Loans to LIBOR Loans, or converted into, EURIBOR/LIBOR Rate Loans for as the Interest Periods so affectedcase may be.

Inability to Determine Interest Rate. Notwithstanding If prior to the first day of any other provision of this Credit Agreement, if Interest Period: (a) the Administrative Agent shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining EURIBOR and/or the LIBOR Rate for any Currency for any such Interest Period, or or (b) the Administrative Agent shall have received notice from the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate does determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of funding EURIBOR/LIBOR Rate making or maintaining their affected Revolving Loans that the Borrower has requested during such Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Initial Borrower, Borrower and the Lenders at least two Business Days prior as soon as practicable thereafter. If such notice is given (x) any LIBOR Rate Loans requested to be made on the first day of such Interest Period. Unless the Initial Borrower Period shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify the request regarding such EURIBOR/LIBOR Rate be made as ABR Loans, (y) any Revolving Loans that were requested to be made as EURIBOR/have been converted on the first day of such Interest Period to LIBOR Rate Loans shall be made as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/ABR Loans and (z) any outstanding LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in converted, on the applicable Currencylast day of the then-current Interest Period, to ABR Loans. Until any such notice has been withdrawn by the Administrative Agent, no further LIBOR Rate Loans shall be made asor continued as such, continued as, or converted into, EURIBOR/nor shall the Borrower have the right to convert Revolving Loans to LIBOR Rate Loans, nor shall any LIBOR Rate Swingline Loans for the Interest Periods so affectedbe made.

Inability to Determine Interest Rate. Notwithstanding If prior to the first day of any other provision of this Credit Agreement, if Interest Period: (a) the Administrative Agent shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining EURIBOR and/or the LIBOR Rate for any Currency for any such Interest Period, or or (b) the Administrative Agent shall have received notice from the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate does determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as certified by such Lenders) of funding EURIBOR/LIBOR Rate making or maintaining their affected Loans that the Borrower has requested during such Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Initial Borrower, Borrower and the relevant Lenders at least two Business Days prior as soon as practicable thereafter. If such notice is given (x) any LIBOR Loans requested to be made on the first day of such Interest Period. Unless the Initial Borrower Period shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify the request regarding such EURIBOR/LIBOR be made as Base Rate Loans, (y) any Loans that were requested to be made as EURIBOR/have been converted on the first day of such Interest Period to LIBOR Rate Loans shall be made continued as Alternate Base Rate Loans in the applicable Currency and (z) any Loans that were requested to be converted into or continued as EURIBOR/outstanding LIBOR Rate Loans shall remain as or be converted into Alternate converted, on the last day of the then-current Interest Period, to Base Rate Loans in the applicable CurrencyLoans. Until any such notice has been withdrawn by the Administrative AgentAgent (at the direction or with the consent of such notifying Lenders), no further LIBOR Loans shall be made asor continued as such, continued as, or converted into, EURIBOR/nor shall the Borrower have the right to convert Loans to LIBOR Rate Loans for the Interest Periods so affectedLoans.

Inability to Determine Interest Rate. Notwithstanding If prior to the first day of any other provision of this Credit AgreementInterest Period, if (a) the Administrative Agent shall reasonably determine have determined in good faith (which determination shall be conclusive and binding absent manifest errorupon Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining EURIBOR and/or the LIBOR Rate for any Currency for any such Interest Period, or (b) the Agent has received notice from the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate does determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of funding EURIBOR/making or maintaining their LIBOR Rate Loans that the Borrower has requested during such Interest Period, or (c) dollar deposits in the Administrative principal amounts of the LIBOR Rate Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Initial Borrower, Borrower and the Lenders at least two Business Days prior as soon as practicable thereafter, and will also give prompt written notice to Borrower when such conditions no longer exist. If such notice is given (i) any LIBOR Rate Loans requested to be made on the first day of such Interest Period. Unless the Initial Borrower Period shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify the request regarding such EURIBOR/LIBOR be made as Prime Rate Loans, (ii) any Loans that were requested to be made have been converted on the first day of such Interest Period to or continued as EURIBOR/LIBOR Rate Loans shall be made as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested converted to be converted into or continued as EURIBOR/Prime Rate Loans and (iii) each outstanding LIBOR Rate Loans Loan shall remain as or be converted into Alternate Base converted, on the last day of the then-current Interest Period thereof, to Prime Rate Loans in the applicable CurrencyLoans. Until any such notice has been withdrawn by the Administrative Agent, no further LIBOR Rate Loans shall be made asor continued as such, continued as, or converted into, EURIBOR/nor shall Borrower have the right to convert Prime Rate Loans to LIBOR Rate Loans for the Interest Periods so affectedLoans.

Inability to Determine Interest Rate. Notwithstanding any other provision of this Credit Agreement, if (a) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining EURIBOR and/or the LIBOR Rate for any Currency for any such Interest Period, or (b) the Required Facility Lenders under the applicable Facility shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding EURIBOR/LIBOR Rate Loans that the Borrower has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Initial Borrower, and the Term Loan Lenders, the Incremental Lenders or Revolving Lenders, as applicable, at least two (2) Business Days prior to the first day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify the its request regarding such EURIBOR/LIBOR Rate Loans, any Loans that were requested to be made as EURIBOR/LIBOR Rate Loans shall be made as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable CurrencyLoans. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or converted into, EURIBOR/LIBOR Rate Loans for the Interest Periods so affected.

Inability to Determine Interest Rate. Notwithstanding If prior to the first day of any other provision of this Credit Agreement, if Interest Period: (a) the Administrative Agent shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining EURIBOR and/or the LIBOR Rate for any Currency for any such Interest Period, or or (b) the Administrative Agent shall have received notice from the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate does determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of funding EURIBOR/making or maintaining their affected LIBOR Rate Loans that the Borrower has requested during such Interest Period, Period and the Borrowers shall not have entered into a written agreement providing to the affected Lenders compensation satisfactory to such Lenders for such inadequately and unfairly reflected cost. the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Initial Borrower, Company and the Lenders at least two Business Days prior as soon as practicable thereafter. If such notice is given (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be converted to or continued as ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes , to rescind or modify the request regarding such EURIBOR/LIBOR Rate ABR Loans, any Loans that were requested to be made as EURIBOR/LIBOR Rate Loans shall be made as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable Currency. Until any such notice has been withdrawn by the Administrative Agent, no further LIBOR Loans shall be made asor continued as such, continued as, or converted into, EURIBOR/nor shall the Borrowers have the right to convert Loans to LIBOR Rate Loans for the Interest Periods so affectedLoans.

Inability to Determine Interest Rate. Notwithstanding In the event that the Agent ------------------------------------ or any other provision of this Credit Agreement, if (a) the Administrative Agent Lender shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon the Borrower) that, that by reason of circumstances affecting the relevant London interbank market, adequate and reasonable and adequate means do not exist for ascertaining EURIBOR and/or LIBOR for any Currency the LIBO Rate applicable pursuant to Section 2.3 for any Interest Period, Period with respect to a LIBO Rate Loan that will result from a requested LIBO Rate Loan or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate such rate of interest does not adequately and fairly reflect cover the cost to such Lenders of funding EURIBOR/LIBOR Rate Loans that the Borrower has requested during such Interest PeriodLoan, the Administrative Agent or such Lender shall forthwith give telephone notice of such determination, confirmed in writing, determination to the Initial BorrowerBorrower not later than 1:00 P.M., and San Francisco time, on the Lenders at least two Business Days prior to requested Borrowing date, the first requested conversion date or the last day of an Interest Period of a Loan which was to have been continued as a LIBO Rate Loan. If such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify the request regarding such EURIBOR/LIBOR is given and has not been withdrawn (i) any requested LIBO Rate Loans, any Loans that were requested to be made as EURIBOR/LIBOR Rate Loans Loan shall be made as Alternate a Base Rate Loans in Loan, or, at the applicable Currency and Borrower's option, such Loan shall not be made, (ii) any Loans Loan that were requested was to have been converted to a LIBO Rate Loan shall be continued as, or converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate into, a Base Rate Loans in Loan and (iii) any outstanding LIBO Rate Loan shall be converted, on the applicable Currencylast day of the then current Interest Period with respect thereto, to a Base Rate Loan. Until any such notice has been withdrawn by the Administrative Agent, no further LIBO Rate Loans shall be made as, continued as, or converted into, EURIBOR/LIBOR and the Borrower shall not have the right to convert a Loan to a LIBO Rate Loans for Loan. The Agent will review the Interest Periods so affectedcircumstances affecting the London interbank market from time to time and the Agent will withdraw such notice at such time as it shall determine that the circumstances giving rise to said notice no longer exist.

Inability to Determine Interest Rate. Notwithstanding any other provision of this Credit Agreement, if (a) In the event that the Administrative Agent shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon the Co-Borrowers) that, by reason of circumstances affecting the relevant London interbank market, adequate and reasonable and adequate means do not exist for ascertaining EURIBOR and/or LIBOR the Reserve Adjusted Libor applicable pursuant to Section 3.01(b) for any Currency for any requested Interest PeriodPeriod with respect to (a) the making of an LIBOR Loan, (b) a LIBOR Loan that will result from the requested conversion of a Prime Rate Loan into a LIBOR Loan, or (bc) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or continuation of a LIBOR Loan beyond the LIBOR Rate does not adequately and fairly reflect expiration of the cost to such Lenders of funding EURIBOR/LIBOR Rate Loans that the Borrower has requested during such then current Interest PeriodPeriod with respect thereto, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Initial Borrower, Co-Borrowers and the Lenders at least two one Business Days Day prior to to, as the first case may be, the requested Borrowing Date for such LIBOR Loan, the conversion date of such Prime Rate Loan or the last day of such Interest Period. Unless the Initial Borrower shall If such notice is given (a) any LIBOR Loan that was to have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify the request regarding such EURIBOR/LIBOR Rate Loans, any Loans that were requested to be been made as EURIBOR/LIBOR Rate Loans shall be made as Alternate Base a Prime Rate Loans in the applicable Currency and Loan, (b) any Loans Prime Rate Loan that were requested was to have been converted to a LIBOR Loan shall be converted into or continued as EURIBOR/a Prime Rate Loan and (c) any outstanding LIBOR Loan shall be converted, on the last day of the then current Interest Period with respect thereto, to a Prime Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable CurrencyLoan. Until any such notice has been withdrawn by the Administrative Agent, no further Loans which notice of withdrawal shall be made asgiven promptly after the Administrative Agent determines that such conditions no longer exist, continued as, the Co-Borrowers shall not have the right to request a LIBOR Loan or converted into, EURIBOR/to convert a Prime Rate Loan to a LIBOR Rate Loans for the Interest Periods so affectedLoan.

Inability to Determine Interest Rate. Notwithstanding any other provision of this Credit Agreement, if (a) the Administrative Agent shall reasonably determine (which determination shall be conclusive presumed correct and binding absent manifest demonstrable error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining EURIBOR and/or LIBOR for any Currency for any Interest Period, or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive presumed correct and binding absent manifest demonstrable error) that EURIBOR and/or the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding EURIBOR/LIBOR Rate Loans that the Borrower has requested be outstanding as a LIBOR Tranche during such any Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Initial Borrower, Borrower and to the Lenders at least two (2) Business Days prior to the first day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify the its request regarding such EURIBOR/LIBOR Rate Loans, any Loans that were requested to be made as EURIBOR/LIBOR Rate Loans shall be made as Alternate Base Rate Loans denominated in the applicable Currency Dollars and any Loans that were requested to be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans denominated in the applicable CurrencyDollars. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or converted into, EURIBOR/LIBOR Rate Loans for the Interest Periods so affected.

Inability to Determine Interest Rate. Notwithstanding any other provision of this Credit Agreement, if (ai) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining EURIBOR and/or the LIBOR Rate or the CDOR Rate (as applicable) for any Currency for any such Interest Period, or (bii) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate or the CDOR Rate (as applicable) does not adequately and fairly reflect the cost to such Lenders of funding EURIBOR/LIBOR Rate Loans or CDOR Rate Loans (as applicable) that the Borrower has requested be outstanding as a LIBOR Tranche or a CDOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Initial Borrower, and the Lenders at least two Business Days prior to the first day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify the its request regarding such EURIBOR/LIBOR Rate Loans or CDOR Rate Loans, any Loans that were requested to be made as EURIBOR/LIBOR Rate Loans or CDOR Rate Loans shall be made as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/LIBOR Rate Loans or CDOR Rate Loans (as applicable) shall remain as or be converted into Alternate Base Rate Loans in the applicable CurrencyLoans. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or converted into, EURIBOR/LIBOR Rate Loans or CDOR Rate Loans for the Interest Periods so affected.

Inability to Determine Interest Rate. Notwithstanding any other provision of this Credit Agreement, if (a) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, deposits in the relevant amount in the relevant currency and for the relevant Interest Period are not available in the relevant market to any Lender or reasonable and adequate means do not exist for ascertaining EURIBOR and/or LIBOR for any Currency for any such Interest Period, or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate or Adjusted LIBO Rate, as applicable, does not adequately and fairly reflect the cost to such Lenders of funding EURIBOR/LIBOR Rate Loans that the Borrower Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Initial BorrowerCompany, and the Lenders at least two Business Days prior to the first day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of If such telephone notice that it wishes to rescind or modify the request regarding such EURIBOR/LIBOR Rate Loans, is given (i) any affected Foreign Currency Loans that were requested to be made on the first day of such Interest Period shall be made, at the sole option of the applicable Borrower, in Dollars as EURIBOR/Alternate Base Rate Loans or such request shall be cancelled, (ii) any affected LIBOR Rate Loans requested to be made on the first day of such Interest Period shall be made in Dollars as Alternate Base Rate Loans and (iii) any affected Loans that were to have been converted on the first day of such Interest Period to or continued as LIBOR Rate Loans shall be made converted to or continued in Dollars as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable CurrencyLoans. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or converted into, EURIBOR/LIBOR Rate Loans for the Interest Periods so affected.

Inability to Determine Interest Rate. Notwithstanding If prior to the first day of any other provision of this Credit Agreement, if Interest Period: (a) the Administrative Agent shall have reasonably determine determined (which determination shall be conclusive and binding absent manifest errorupon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining EURIBOR and/or the LIBOR Rate for any Currency for any such Interest Period, or or (b) the Administrative Agent shall have received notice from the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate does determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as reasonably determined and conclusively certified by such Lenders) of funding EURIBOR/LIBOR Rate making or maintaining their affected Loans that the Borrower has requested during such Interest Period, the Administrative Agent shall forthwith give telephone written notice of such determination, confirmed in writing, thereof to the Initial Borrower, Borrower and the relevant Lenders as soon as practicable thereafter but at least two (2) Business Days prior to the first day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of If such telephone notice that it wishes to rescind or modify the request regarding such EURIBOR/LIBOR Rate Loans, is given (x) any Term Loans that were requested to be made as EURIBOR/have been converted on the first day of such Interest Period to LIBOR Rate Loans shall be made as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/ABR Loans (the interest rate of which ABR Loans of such Lender shall, if necessary to avoid the circumstances described in such notice, be determined by the Administrative Agent without regard to clause (c) of the definition of ABR) and (y) any outstanding LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in converted, on the applicable Currencylast day of the then-current Interest Period, to ABR Loans. Until any such notice has been withdrawn by the Administrative AgentAgent (which notice the Administrative Agent agrees to withdraw promptly upon a determination that the condition or situation which gave rise to such notice no longer exists), no further LIBOR Rate Loans shall be made asor continued as such, continued as, or converted into, EURIBOR/nor shall the Borrower have the right to convert Loans to LIBOR Rate Loans for the Interest Periods so affectedLoans.

Inability to Determine Interest Rate. Notwithstanding any other provision of this Credit Agreement, if (a) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining EURIBOR and/or the LIBOR Rate for any Currency for any such Interest Period, (b) the supervisor for the administrator of LIBOR or a Governmental Authority with jurisdiction has made a statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans, or (bbc) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding EURIBOR/LIBOR Rate Loans that the Borrower has Borrowers have requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Initial BorrowerBorrowers, and the Lenders at least two (2) Business Days prior to the first day of such Interest Period. Unless the Initial Borrower Borrowers shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify the its request regarding such EURIBOR/LIBOR Rate Loans, any Loans that were requested to be made as EURIBOR/LIBOR Rate Loans shall be made as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable CurrencyLoans. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or converted into, EURIBOR/LIBOR Rate Loans for the Interest Periods so affected.

Inability to Determine Interest Rate. Notwithstanding If prior to the first day of any other provision of this Credit Agreement, if LIBOR Interest Period: (a) the Administrative Agent shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon the Company) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining EURIBOR and/or the LIBOR Rate for any Currency for any such LIBOR Interest Period, or or (b) the Agent shall have received notice from the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) Banks that EURIBOR and/or the LIBOR Rate does determined or to be determined for such LIBOR Interest Period will not adequately and fairly reflect the cost to such Lenders Banks (as conclusively certified by such Banks) of funding EURIBOR/LIBOR Rate making or maintaining their affected Loans that the Borrower has requested during such LIBOR Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Initial Borrower, Company and the Lenders at least two Business Days prior Banks as soon as practicable thereafter. If such notice is given (x) any LIBOR Loans requested to be made on the first day of such LIBOR Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify the request regarding such EURIBOR/LIBOR Rate Loans, any Loans that were requested to be made as EURIBOR/LIBOR Rate Loans Period shall be made as Alternate Base Rate Loans in the applicable Currency and Loans, (y) any Loans that were requested to have been converted on the first day of such LIBOR Interest Period to LIBOR Loans shall be converted into to or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans, and (z) any outstanding LIBOR Loans in shall be converted, on the applicable Currencyfirst day of such LIBOR Interest Period, to Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent, no further LIBOR Loans shall be made asor continued as such, continued as, or converted into, EURIBOR/nor shall the Company have the right to convert Loans to LIBOR Rate Loans for the Interest Periods so affectedLoans.

Inability to Determine Interest Rate. Notwithstanding If in connection with any other provision of this Credit Agreementrequest for a Eurodollar Loan or a conversion to or continuation thereof, if (aa)(i) the Administrative Agent shall reasonably determine determines that deposits (which determination shall be conclusive whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and binding absent manifest errorInterest Period of such Eurodollar Loan, or (ii) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining EURIBOR and/or LIBOR determining the Eurodollar Rate for any Currency for any requested Interest PeriodPeriod with respect to a proposed Eurodollar Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed ABR Loan (in each case with respect to clause (a) above, “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or for any reason the LIBOR Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Loan does not adequately and fairly reflect the cost to such Lenders of funding EURIBOR/LIBOR Rate Loans that the Borrower has requested during such Interest PeriodEurodollar Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Loans in the affected currency or currencies shall forthwith give telephone notice of such determination, confirmed in writing, be suspended (to the Initial Borrower, extent of the affected Eurodollar Loans or Interest Periods) and (y) in the Lenders at least two Business Days prior event of a determination described in the preceding sentence with respect to the first day Eurodollar Rate component of such Interest Period. Unless the Initial Borrower ABR, the utilization of the Eurodollar Rate component in determining the ABR shall have notified be suspended, in each case until the Administrative Agent upon the instruction of the Required Lenders revokes such notice. Upon receipt of such telephone notice that it wishes notice, the Borrower may revoke any pending request for a borrowing of, conversion to rescind or modify the request regarding such EURIBOR/LIBOR Rate Loans, any Loans that were requested to be made as EURIBOR/LIBOR Rate Loans shall be made as Alternate Base Rate continuation of Eurodollar Loans in the applicable Currency and any affected currency or currencies (to the extent of the affected Eurodollar Loans that were requested or Interest Periods) or, failing that, will be deemed to be have converted such request into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate a request for ABR Loans in the applicable Currencyamount specified therein. Until any such notice Notwithstanding the foregoing, if the Administrative Agent has been withdrawn by made the determination described in this Section, the Administrative Agent, no further in consultation with the Borrower and the affected 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 shall be made asuntil (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this Section, continued as(2) the Administrative Agent or 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 converted into(3) any Lender determines that any law has made it unlawful, EURIBOR/LIBOR Rate 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 for 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 Interest Periods so affectedauthority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Interest Rate. Notwithstanding any other provision of this Credit Agreement, if for any Interest Period in respect of a LIBOR Rate Loan (ai) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining EURIBOR and/or the LIBOR Rate for any Currency for any such Interest Period, or (bii) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding EURIBOR/LIBOR Rate Loans that the Borrower has requested be outstanding as a LIBOR Rate Loan during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Initial Borrower, and the Lenders at least two Business Days prior to the first day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify the its request regarding such EURIBOR/LIBOR Rate Loans, any Loans that were requested to be made as EURIBOR/LIBOR Rate Loans shall be made as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable CurrencyLoans. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or converted into, EURIBOR/LIBOR Rate Loans for the Interest Periods so affected.

Inability to Determine Interest Rate. Notwithstanding If prior to the first day of any other provision of this Credit Agreement, if Interest Period: (a) the Administrative Agent shall have reasonably determine determined (which determination shall be conclusive and binding absent manifest errorupon Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining EURIBOR and/or the LIBOR Base Rate for any Currency for any such Interest Period, or (b) Administrative Agent shall have received notice from the Required Majority Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Base Rate does determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or any affiliate of funding EURIBOR/LIBOR Rate any such Lender from which such Lender customarily obtains funds) (as conclusively certified by such Lenders) of making or maintaining their affected Term Loans that the Borrower has requested during such Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Initial Borrower, Borrower and the Lenders at least two Business Days prior as soon as practicable thereafter. If such notice is given, (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Term Loans that were to have been Converted on the first day of such Interest Period to LIBOR Loans shall be Converted to or Continued as ABR Loans and (z) any outstanding LIBOR Loans shall be Converted, on the first day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes , to rescind or modify the request regarding such EURIBOR/LIBOR Rate ABR Loans, any Loans that were requested to be made as EURIBOR/LIBOR Rate Loans shall be made as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable Currency. Until any such notice has been withdrawn by the Administrative Agent, no further LIBOR Loans shall be made or Continued as, continued as, or converted into, EURIBOR/LIBOR Rate nor shall Borrower have the right to Convert ABR Loans for the Interest Periods so affected.to,

Inability to Determine Interest Rate. Notwithstanding If prior to the first ------------------------------------ day of any other provision of this Credit Agreement, if Interest Period: (a) the Administrative Agent shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining EURIBOR and/or the LIBOR Base Rate for any Currency for any such Interest Period, or (b) the Required Administrative Agent shall have received notice from Majority Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Base Rate does determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or any affiliate of funding EURIBOR/LIBOR Rate any such Lender from which such Lender customarily obtains funds) (as conclusively certified by such Lenders) of making or maintaining their affected Loans that the Borrower has requested during such Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Initial Borrower, Borrower and the Lenders at least two Business Days prior as soon as practicable thereafter. If such notice is given (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been Converted on the first day of such Interest Period to LIBOR Loans shall be Continued as ABR Loans and (z) any outstanding LIBOR Loans that were to have been Continued as such for such Interest Period shall be Converted, on the first day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes , to rescind or modify the request regarding such EURIBOR/LIBOR Rate ABR Loans, any Loans that were requested to be made as EURIBOR/LIBOR Rate Loans shall be made as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable Currency. Until any such notice has been withdrawn by the Administrative Agent, no further LIBOR Loans shall be made asor Continued as such, continued asnor shall Borrower have the right to Convert Loans to, or converted into, EURIBOR/LIBOR Rate Loans for the Interest Periods so affectedLoans.

Inability to Determine Interest Rate. Notwithstanding any other provision of this Credit AgreementAs further set forth in paragraph 8.11 above, if (a) in the Administrative event that the Agent shall reasonably determine determine, or any Lender notifies the Agent in writing that it has determined, in the exercise of its reasonable business judgement (which determination shall be conclusive and binding absent manifest error) thatupon the Companies), that by reason of circumstances affecting the relevant interbank LIBOR market, adequate and reasonable and adequate means do not exist for ascertaining EURIBOR and/or LIBOR for any Currency applicable for any Interest PeriodPeriod with respect to (a) a proposed loan that any of the Companies have requested be made as a LIBOR Loan, or (b) a LIBOR Loan that will result from the Required Lenders shall reasonably determine requested conversion of a Chase Bank Rate Loan into a LIBOR Loan or (which determination shall be conclusive and binding absent manifest errorc) that EURIBOR and/or the continuation of LIBOR Rate does not adequately and fairly reflect Loans beyond the cost to such Lenders expiration of funding EURIBOR/LIBOR Rate Loans that the Borrower has requested during such then current Interest PeriodPeriod with respect thereto, the Administrative Agent or such Lender, as applicable, shall forthwith give telephone written notice of such determination, confirmed in writing, determination to the Initial Borrower, and the Lenders Companies at least two Business Days one (1) day prior to to, as the first case may be, the requested borrowing date for such LIBOR Loan, the conversion date of such Chase Bank Rate Loan or the last day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of If such telephone notice that it wishes to rescind or modify the request regarding such EURIBOR/is given (i) any requested LIBOR Rate Loans, any Loans that were requested to be made as EURIBOR/LIBOR Rate Loans Loan shall be made as Alternate Base a Chase Bank Rate Loans in the applicable Currency and Loan, (ii) any Loans Chase Bank Rate Loan that were requested was to have been converted to a LIBOR Loan shall be converted into or continued as EURIBOR/a Chase Bank Rate Loan, and (iii) any outstanding LIBOR Loan shall be converted, on the last day of then current Interest Period with respect thereto, to a Chase Bank Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable CurrencyLoan. Until any the Agent or such notice Lender has been withdrawn by the Administrative Agentsuch notice, no further Loans LIBOR Loan shall be made as, continued as, or converted into, EURIBOR/nor shall the Companies have the right to convert a Chase Bank Rate Loan to a LIBOR Rate Loans for the Interest Periods so affectedLoan.

Inability to Determine Interest Rate. Notwithstanding any other provision of this Credit AgreementAs further set forth in Section 8.11 hereof, if (a) the Administrative Agent shall reasonably determine determine, or any Lender notifies the Agent in writing that it has determined, in the exercise of its reason­able business judgment (which determination shall be conclusive and binding absent manifest error) thatupon the Companies), that by reason of circumstances affecting the relevant interbank LIBOR market, adequate and reasonable and adequate means do not exist for ascertaining EURIBOR and/or LIBOR for any Currency applicable for any Interest PeriodPeriod with respect to (a) a proposed loan that any of the Companies have requested be made as a LIBOR Loan, or (b) a LIBOR Loan that will result from the Required Lenders shall reasonably determine requested conversion of a Chase Bank Rate Loan into a LIBOR Loan or (which determination shall be conclusive and binding absent manifest errorc) that EURIBOR and/or the continuation of LIBOR Rate does not adequately and fairly reflect Loans beyond the cost to such Lenders expira­tion of funding EURIBOR/LIBOR Rate Loans that the Borrower has requested during such then current Interest PeriodPeriod with respect thereto, the Administrative Agent or such Lender, as applicable, shall forthwith give telephone written notice of such determination, confirmed in writing, determination to the Initial Borrower, and the Lenders Companies at least two Business Days one (1) day prior to to, as the first case may be, the requested borrowing date for such LIBOR Loan, the conversion date of such Chase Bank Rate Loan or the last day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of If such telephone notice that it wishes to rescind or modify the request regarding such EURIBOR/is given (i) any requested LIBOR Rate Loans, any Loans that were requested to be made as EURIBOR/LIBOR Rate Loans Loan shall be made as Alternate Base a Chase Bank Rate Loans in the applicable Currency and Loan, (ii) any Loans Chase Bank Rate Loan that were requested was to have been converted to a LIBOR Loan shall be converted into or continued as EURIBOR/a Chase Bank Rate Loan, and (iii) any outstanding LIBOR Loan shall be converted, on the last day of then current Interest Period with respect thereto, to a Chase Bank Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable CurrencyLoan. Until any the Agent or such notice Lender has been withdrawn by the Administrative Agentsuch notice, no further Loans LIBOR Loan shall be made as, continued as, or converted into, EURIBOR/nor shall the Companies have the right to convert a Chase Bank Rate Loan to a LIBOR Rate Loans for the Interest Periods so affectedLoan.

Inability to Determine Interest Rate. Notwithstanding any other provision of this Credit Agreement, if (ai) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining EURIBOR and/or Fixed LIBOR for any Currency for any such Interest Period, or (bii) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the Fixed LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding EURIBOR/Fixed LIBOR Rate Loans that the Borrower has requested be outstanding as a Fixed LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Initial Borrower, and the Lenders at least two Business Days prior to the first day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify the its request regarding such EURIBOR/Fixed LIBOR Rate Loans, any Loans that were requested to be made as EURIBOR/Fixed LIBOR Rate Loans shall be made as Alternate Base Floating LIBOR Rate Loans in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/Fixed LIBOR Rate Loans shall remain as or be converted into Alternate Base Floating LIBOR Rate Loans in the applicable CurrencyLoans. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or converted into, EURIBOR/Fixed LIBOR Rate Loans for the Interest Periods so affected.

Inability to Determine Interest Rate. Notwithstanding any other provision of this Credit Agreement, if (a) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining EURIBOR and/or the LIBOR Rate for any Currency for any such Interest Period, (b) the supervisor for the administrator of LIBOR or a Governmental Authority with jurisdiction has made a statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans, or (bc) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding EURIBOR/LIBOR Rate Loans that the Borrower has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Initial Borrower, and the Lenders at least two (2) Business Days prior to the first day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify the its request regarding such EURIBOR/LIBOR Rate Loans, any Loans that were requested to be made as EURIBOR/LIBOR Rate Loans shall be made as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable CurrencyLoans. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or converted into, EURIBOR/LIBOR Rate Loans for the Interest Periods so affected.

Inability to Determine Interest Rate. Notwithstanding any other provision of this Credit Agreement, if (a) If prior to the first day of any Interest Period (or, as applicable, on any day on which a Base Rate Loan bearing interest determined by reference to the SOFR Rate, is outstanding), the Administrative Agent shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon the Borrower) in connection with any request for a SOFR Loan, a request for a Base Rate Loan to bear interest with reference to the SOFR Rate, or a conversion to or a continuation of either of the foregoing that, by reason of circumstances affecting the relevant market, (i) Dollar or Alternative Currency, as applicable, deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (ii) adequate and reasonable and adequate means do not exist for ascertaining EURIBOR and/or LIBOR the SOFR Rate for any Currency for any such Interest Period, or (biii) the Required Lenders shall reasonably determine (which determination shall SOFR Rate determined or to be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate does determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of funding EURIBOR/LIBOR Rate making or maintaining their affected Loans that the Borrower has requested during such Interest Period, then, in any such case (i), (ii) or (iii), the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to promptly notify the Initial Borrower, Borrower and the relevant Lenders at least two Business Days prior thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (i) any SOFR Loans under the relevant Facility requested to be made on the first day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify the request regarding such EURIBOR/LIBOR Rate Loans, any Loans that were requested to be made as EURIBOR/LIBOR Rate Loans Period shall be made as Alternate Base Rate Loans, (ii) any such requested Base Rate Loans which were to have utilized the SOFR Rate component in determining the Base Rate shall not utilize a SOFR Rate component in determining the Base Rate applicable Currency and to such requested Base Rate Loan, (iii) any Loans under the relevant Facility that were requested to have been converted on the first day of such Interest Period to SOFR Loans shall be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in and (iv) any outstanding SOFR Loans under the applicable Currencyrelevant Facility shall be converted, on the last day of the then-current Interest Period, to Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent, no further SOFR Loans under the relevant Facility shall be made asor continued as such, continued asnor shall the Borrower have the right to convert Loans under the relevant Facility to SOFR Loans, or converted into, EURIBOR/LIBOR and the utilization of the SOFR Rate Loans for the Interest Periods so affectedcomponent in determining Base Rate shall be suspended.

Inability to Determine Interest Rate. Notwithstanding If prior to the first day of any other provision of this Credit Agreement, if Interest Period: (a) the Administrative Agent shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining EURIBOR and/or the LIBOR Base Rate for any Currency for any such Interest Period, or (b) Administrative Agent shall have received notice from the Required Majority Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Base Rate does determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or any affiliate of funding EURIBOR/LIBOR Rate any such Lender from which such Lender customarily obtains funds) (as conclusively certified by such Lenders) of making or maintaining their affected Loans that the Borrower has requested during such Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Initial Borrower, Borrower and the Lenders at least two Business Days prior as soon as practicable thereafter. If such notice is given, (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been Converted on the first day of such Interest Period to LIBOR Loans shall be Converted to or Continued as ABR Loans and (z) any outstanding LIBOR Loans shall be Converted, on the first day of such Interest Period. Unless , to ABR Loans; PROVIDED, HOWEVER, that in any event any such LIBOR Loan Converted into an ABR Loan shall bear interest at the Initial Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify the request regarding such EURIBOR/LIBOR Prime Rate Loans, any Loans that were requested to be made as EURIBOR/LIBOR Rate Loans shall be made as Alternate Base Rate Loans then in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable Currencyeffect. Until any such notice has been withdrawn by the Administrative Agent, no further LIBOR Loans shall be made asor Continued as such, continued as, or converted into, EURIBOR/nor shall Borrower have the right to Convert Loans to LIBOR Rate Loans for the Interest Periods so affectedLoans.

Inability to Determine Interest Rate. Notwithstanding If prior to the first day of any other provision of this Credit Agreement, if Interest Period: (ai) the Administrative Agent shall reasonably determine have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining EURIBOR and/or the LIBOR Rate for any Currency for any such Interest Period, or or (bii) the Required Lenders Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) have received notice from the Requisite Disruption Banks that EURIBOR and/or the LIBOR Rate does determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders Banks (as conclusively certified by such Banks) of funding EURIBOR/making or maintaining their affected LIBOR Rate Loans that the Borrower has requested during such Interest Period, and the Administrative Agent provides to the Borrower reasonable detail of the facts and circumstances, including market pricing and other data describing the basis for such determination, the Administrative Agent shall forthwith give telephone facsimile or telephonic notice of such determination, confirmed in writing, thereof to the Initial Borrower, Borrower and the Lenders at least two Business Days prior relevant Banks as soon as practicable thereafter. If such notice is given (x) any LIBOR Rate Loan requested to be made on the first day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify the request regarding such EURIBOR/LIBOR Rate Loans, any Loans that were requested to be made as EURIBOR/LIBOR Rate Loans Period shall be made as Alternate Base a Market Disruption Loan, (y) any Loan that was to have been converted on the first day of such Interest Period to a LIBOR Rate Loans in the applicable Currency and any Loans that were requested to Loan shall be converted into or continued as EURIBOR/a Market Disruption Loan and (z) any outstanding LIBOR Rate Loans Loan shall remain as or be converted into Alternate Base Rate Loans in converted, on the applicable Currencylast day of the then-current Interest Period, to a Market Disruption Loan. Until any such notice has been withdrawn by the Administrative Agent, no further LIBOR Rate Loans shall be made asor continued as such, continued as, or converted into, EURIBOR/nor shall the Borrower have the right to convert Loans to LIBOR Rate Loans for the Interest Periods so affectedLoans.

Inability to Determine Interest Rate. Notwithstanding any other provision of this Credit Agreement, if (ai) the Administrative Agent Lender shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining EURIBOR and/or LIBOR for any Currency for any such Interest Period, or (bii) the Required Lenders Lender shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders the Lender of funding EURIBOR/LIBOR Rate Loans that the Borrower has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent Lender shall forthwith give telephone notice of such determination, confirmed in writing, to the Initial Borrower, and the Lenders Borrower at least two Business Days prior to the first day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of If such telephone notice that it wishes to rescind or modify the request regarding such EURIBOR/is given (a) any affected LIBOR Rate Loans, any Loans that were requested to be made on the first day of such Interest Period shall be made, at the sole option of the Borrower, in Dollars as EURIBOR/Alternate Base Rate Loans and (b) any affected Loans that on the first day of such Interest Period were to have been converted to or continued as LIBOR Rate Loans shall be made converted to or continued, at the sole option of the Borrower, in Dollars as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable CurrencyLoans. Until any such notice has been withdrawn by the Administrative AgentLender, no further Loans shall be made as, continued as, or converted into, EURIBOR/LIBOR Rate Loans for the Interest Periods so affected.

Inability to Determine Interest Rate. Notwithstanding If prior to the first day of any other provision of this Credit Agreement, if Interest Period: (a) the Administrative Agent shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining EURIBOR and/or the LIBOR Base Rate for any Currency for any such Interest Period, or (b) the Required Administrative Agent shall have received notice from Majority Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Base Rate does determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or any affiliate of funding EURIBOR/LIBOR Rate any such Lender from which such Lender customarily obtains funds) (as conclusively certified by such Lenders) of making or maintaining their affected Loans that the Borrower has requested during such Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Initial Borrower, Borrower and the Lenders at least two Business Days prior as soon as practicable thereafter. If such notice is given (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been Converted on the first day of such Interest Period to LIBOR Loans shall be Continued as ABR Loans and (z) any outstanding LIBOR Loans that were to have been Continued as such for such Interest Period shall be Converted, on the first day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes , to rescind or modify the request regarding such EURIBOR/LIBOR Rate ABR Loans, any Loans that were requested to be made as EURIBOR/LIBOR Rate Loans shall be made as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable Currency. Until any such notice has been withdrawn by the Administrative Agent, no further LIBOR Loans shall be made asor Continued as such, continued asnor shall Borrower have the right to Convert Loans to, or converted into, EURIBOR/LIBOR Rate Loans for the Interest Periods so affectedLoans.

Inability to Determine Interest Rate. (a) Notwithstanding any other provision of this Credit Agreement, unless and until a Replacement Rate is implemented in accordance with clause (b) below if (ai) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of a Loan, (ii) the Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining EURIBOR and/or the LIBOR Rate for any Currency for any such Interest Period, or (biii) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding EURIBOR/LIBOR Rate Loans that the Borrower Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Initial BorrowerCompany, and the Lenders at least two (2) Business Days prior to the first day of such Interest Period. Unless the Initial Borrower Company shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify the its request regarding such EURIBOR/LIBOR Rate Loans, any Loans that were requested to be made as EURIBOR/LIBOR Rate Loans shall be made as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable CurrencyLoans. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or converted into, EURIBOR/LIBOR Rate Loans for the Interest Periods so affected. (b) Notwithstanding anything to the contrary in clause (a) above, if the Agent has made the determination (which determination shall be conclusive and binding absent manifest error) that (i) the circumstances described in Section 2.13(a)(i) or (a)(ii) have arisen and that such circumstances are unlikely to be temporary, (ii) any applicable interest rate specified herein is no longer a widely recognized benchmark rate for newly originated loans in the syndicated loan market in the applicable currency or (iii) the applicable supervisor or administrator (if any) of any applicable interest rate specified herein or any Governmental Authority having, or purporting to have, jurisdiction over the Agent has made a public statement identifying a specific date after which any applicable interest rate specified herein shall no longer be used for determining interest rates for loans in the syndicated loan market in the applicable currency, then the Agent may, to the extent practicable (in consultation with the Company and as determined by the Agent to be generally in accordance with similar situations in other transactions in which it is serving as administrative agent or otherwise consistent with market practice generally), establish a replacement interest rate (the “Replacement Rate”), in which case, the Replacement Rate shall, subject to the next two sentences, replace such applicable interest rate for all purposes under the Loan Documents unless and until (A) an event described in Section 2.13(b)(i), (b)(ii) or (b)(iii) occurs with respect to the Replacement Rate or (B) the Agent (or the Required Lenders through the Agent) notifies the Company that the Replacement Rate does not adequately and fairly reflect the cost to the Lenders of funding the Loans bearing interest at the Replacement Rate. In connection with the establishment and application of the Replacement Rate, this Agreement and the other Loan Documents shall be amended solely with the consent of the Agent and the Company, as may be necessary or appropriate, in the opinion of the Agent, to effect the provisions of this clause (b). Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, without limitation, Section 9.1), such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Agent shall not have received, within five (5) Business Days of the delivery of such amendment to the Lenders, written notices from such Lenders that in the aggregate constitute Required Lenders, with each such notice stating that such Lender objects to such amendment. To the extent the Replacement Rate is approved by the Agent and the Company in connection with this clause (b), the Replacement Rate shall be applied in a manner consistent with market practice; provided that, in each case, to the extent such market practice is not administratively feasible for the Agent, such Replacement Rate shall be applied as otherwise reasonably determined by the Agent (it being understood that any such modification by the Agent shall not require the consent of, or consultation with, any of the Lenders).

Inability to Determine Interest Rate. Notwithstanding (a) Unless and until a Replacement Rate is implemented in accordance with clause (c) below, in connection with any other provision of this Credit Agreementrequest for a LIBOR Rate Loan or a conversion to or continuation thereof or otherwise, if for any reason (ai) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining EURIBOR and/or LIBOR for any Currency for any Interest Period, or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Loan, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the LIBOR Rate for such Interest Period with respect to a proposed LIBOR Rate Loan or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding EURIBOR/LIBOR Rate making or maintaining such Loans that the Borrower has requested during such Interest Period, then the Administrative Agent shall forthwith promptly give telephone notice of such determination, confirmed in writing, thereof to the Initial Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make LIBOR Rate Loans and the right of any Borrower to convert any Loan to or continue any Loan as a LIBOR Rate Loan shall be suspended, and the Lenders at least two Business Days prior Borrower shall either (A) repay in full (or cause to be repaid in full) the first then outstanding principal amount of each such LIBOR Rate Loan together with accrued interest thereon (subject to Section 2.10(c)), on the last day of the then current Interest Period applicable to such LIBOR Rate Loan; or (B) convert the then outstanding principal amount of each such LIBOR Rate Loan to an Alternate Base Rate Loan as of the last day of such Interest Period. Unless . (b) If, after the Initial Borrower date hereof, the introduction of, or any change in, any applicable law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective lending offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall have notified make it unlawful or impossible for any of the Lenders (or any of their respective lending offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, such Lender shall promptly give notice thereof to the Administrative Agent upon receipt and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of such telephone notice that it wishes the Lenders to rescind or modify the request regarding such EURIBOR/make LIBOR Rate Loans, and the right of the Borrower to convert any Loans that were requested Loan to be made as EURIBOR/a LIBOR Rate Loans Loan or continue any Loan as a LIBOR Rate Loan shall be made as suspended and thereafter the Borrower may select only Alternate Base Rate Loans and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto, the applicable Loan shall immediately be converted to an Alternate Base Rate Loan for the remainder of such Interest Period. (c) Notwithstanding anything to the contrary in Section 2.13(a) above, if the Administrative Agent has made the determination (such determination to be conclusive absent manifest error) that (i) the circumstances described in Section 2.13(a)(i) or (a)(ii) have arisen and that such circumstances are unlikely to be temporary, (ii) any applicable interest rate specified herein is no longer a widely recognized benchmark rate for newly originated loans in the U.S. syndicated loan market in the applicable Currency and currency or (iii) the applicable supervisor or administrator (if any) of any Loans that were requested applicable interest rate specified herein or any Governmental Authority having, or purporting to have, jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which any applicable interest rate specified herein shall no longer be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans used for determining interest rates for loans in the U.S. syndicated loan market in the applicable Currency. Until any such notice has been withdrawn by currency, then the Administrative Agent, no further in consultation with the Borrower, shall endeavor to establish an alternative rate of interest to the LIBOR Rate (the “Replacement Rate”) that gives due consideration to the then-prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, in which case, the Replacement Rate shall, subject to the next two sentences, replace such applicable interest rate for all purposes under the Credit Documents unless and until (A) an event described in Section 2.13(a)(i), (a)(ii), (c)(i), (c)(ii) or (c)(iii) occurs with respect to the Replacement Rate or (B) the Required Lenders through the Administrative Agent notify the Borrower that the Replacement Rate does not adequately and fairly reflect the cost to the Lenders of funding the Loans bearing interest at the Replacement Rate. In connection with the establishment and application of the Replacement Rate, this Agreement and the other Credit Documents shall be made asamended solely with the consent of the Administrative Agent and the Borrower, continued asas may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.13(c). Notwithstanding anything to the contrary in this Agreement or the other Credit Documents (including, without limitation, Section 9.1), such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Day of the delivery of such amendment to the Lenders, written notices from such Lenders that in the aggregate constitute Required Lenders, with each such notice stating that such Lender objects to such amendment. To the extent the Replacement Rate is approved by the Administrative Agent in connection with this clause (c), the Replacement Rate shall be applied in a manner consistent with market practice; provided that, in each case, to the extent such market practice is not administratively feasible for the Administrative Agent, such Replacement Rate shall be applied as otherwise reasonably determined by the Administrative Agent (it being understood that any such modification by the Administrative Agent shall not require the consent of, or converted intoconsultation with, EURIBOR/LIBOR any of the Lenders). Notwithstanding anything else herein, any definition of Replacement Rate Loans shall provide that in no event shall such Replacement Rate be less than zero for the Interest Periods so affectedpurposes of this Agreement.

Inability to Determine Interest Rate. Notwithstanding any other provision of this Credit Agreement, if (a) at the time of the request for a LIBOR Rate Loan, the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining EURIBOR and/or LIBOR for any Currency for any such Interest Period, or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding EURIBOR/LIBOR Rate Loans that the Borrower has requested be outstanding as a Eurodollar Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Initial Borrower, and the Lenders at least two Business Days prior to the first day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify the its request regarding such EURIBOR/LIBOR Rate Loans, any Loans that were requested to be made as EURIBOR/LIBOR Rate Loans shall be made as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable CurrencyLoans. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or converted into, EURIBOR/LIBOR Rate Loans for the Interest Periods so affected.

Inability to Determine Interest Rate. Notwithstanding any other provision of this Credit Agreement, if (a) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining EURIBOR and/or the LIBOR Rate for any Currency for any such Interest Period, or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding EURIBOR/LIBOR Rate Loans that the Borrower has hasBorrowers have requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Initial BorrowerBorrowerBorrowers, and the Lenders at least two (2) Business Days prior to the first day of such Interest Period. Unless the Initial Borrower BorrowerBorrowers shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify the its request regarding such EURIBOR/LIBOR Rate Loans, any Loans that were requested to be made as EURIBOR/LIBOR Rate Loans shall be made as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable CurrencyLoans. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or converted into, EURIBOR/LIBOR Rate Loans for the Interest Periods so affected.

Inability to Determine Interest Rate. Notwithstanding If the Required Lenders determine that for any other provision of this Credit Agreement, if reason in connection with any request for a Eurodollar Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the Administrative Agent shall reasonably determine London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Loan, (which determination shall be conclusive b) adequate and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining EURIBOR and/or LIBOR determining the Eurodollar Base Rate for any Currency requested Interest Period with respect to a proposed Eurodollar Loan or in connection with an existing or proposed Base Rate Loan or (c) the Eurodollar Base Rate for any requested Interest Period, or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate Period with respect to a proposed Eurodollar Loan does not adequately and fairly reflect the cost to such Lenders of funding EURIBOR/LIBOR Rate Loans that the Borrower has requested during such Interest PeriodLoan, the Administrative Agent will promptly so notify the Borrowers and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Loans shall forthwith give telephone notice be suspended and (y) in the event of such determination, confirmed a determination described in writing, the preceding sentence with respect to the Initial BorrowerEurodollar Rate component of the Base Rate, and the Lenders at least two Business Days prior to utilization of the first day of such Interest Period. Unless Eurodollar Rate component in determining the Initial Borrower Base Rate shall have notified be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such telephone notice that it wishes notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to rescind or modify the continuation of Eurodollar Loans or, failing that, will be deemed to have converted such request regarding such EURIBOR/LIBOR Rate Loans, any Loans that were requested to be made as EURIBOR/LIBOR Rate Loans shall be made as Alternate into a request for a Borrowing of Base Rate Loans in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable Currency. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or converted into, EURIBOR/LIBOR Rate Loans for the Interest Periods so affectedamount specified therein.

Inability to Determine Interest Rate. Notwithstanding any other provision of this Credit Agreement, if (a) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining EURIBOR and/or LIBOR for any Currency for any such Interest Period, or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding EURIBOR/LIBOR Rate Loans that the Borrower has requested be outstanding as a LIBOR tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Initial Borrower, and the Lenders at least two Business Days prior to the first day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of If such telephone notice that it wishes to rescind or modify the request regarding such EURIBOR/is given (a) any affected LIBOR Rate Loans, any Loans that were requested to be made on the first day of such Interest Period shall be made, at the sole option of the Borrower, in Dollars as EURIBOR/Alternate Base Rate Loans or such request shall be cancelled and (b) any affected Term Loans that were to have been converted on the first day of such Interest Period to or continued as LIBOR Rate Loans shall be made converted to or continued, at the sole option of the Borrower, in Dollars as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested to or such request shall be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable Currencycancelled. Until any such notice has been withdrawn by the Administrative Agent, no further Term Loans shall be made as, continued as, or converted into, EURIBOR/LIBOR Rate Loans for the Interest Periods so affected. The Administrative Agent shall withdraw any notice given pursuant to this Section at such time as the condition giving rise to such notice is reasonably determined by the Administrative Agent to no longer be applicable.

Inability to Determine Interest Rate. Notwithstanding any other provision of this Credit Agreement, if (a) In the Administrative event that the Agent shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon Borrower and the Banks) that, that by reason of circumstances affecting the relevant interbank LIBOR market, adequate and reasonable and adequate means do not exist for ascertaining EURIBOR and/or the LIBOR for any Currency Rate applicable pursuant to Section 2.3 for any Interest Period, or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the Period with respect to a LIBOR Rate Loan that will result from a requested LIBOR Rate Loan or that such rate of interest does not adequately and fairly reflect cover the cost to such Lenders of funding EURIBOR/LIBOR Rate Loans that the Borrower has requested during such Interest PeriodRevolving Loan, the Administrative Agent shall forthwith give telephone notice of such determinationdetermination to Borrower not later than 1:00 P.M. San Francisco time, confirmed in writingon the requested Borrowing date, to the Initial Borrower, and requested conversion date or the Lenders at least two Business Days prior to the first last day of such an Interest Period. Unless the Initial Borrower shall Period of a Revolving Loan which was to have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify the request regarding such EURIBOR/been continued as a LIBOR Rate Loans, Loan. If such notice is given and has not been withdrawn (a) any Loans that were requested to be made as EURIBOR/LIBOR Rate Loans Loan shall be made as Alternate a Base Rate Loans in the applicable Currency and Loan, or, at Borrower's option, such Revolving Loan shall not be made, (b) any Loans Revolving Loan that were requested was to be have been converted into or continued as EURIBOR/to a LIBOR Rate Loans Loan, shall remain as be continued as, or be converted into Alternate into, a Base Rate Loans in Loan and (c) any outstanding LIBOR Rate Loan shall be converted, on the applicable Currencylast day of the then current Interest Period with respect thereto, to a Base Rate Loan. Until any such notice has been withdrawn by the Administrative Agent, no further LIBOR Rate Loans shall be made as, continued as, or converted into, EURIBOR/and Borrower shall not have the right to convert a Revolving Loan to a LIBOR Rate Loans for Loan. The Agent will review the Interest Periods so affectedcircumstances affecting the London interbank market from time to time and the Agent will withdraw such notice at such time as it shall determine that the circumstances giving rise to said notice no longer exist.

Inability to Determine Interest Rate. Circumstances Affecting LIBOR Rate Availability. Notwithstanding any other provision of this Credit Agreement, unless and until a Benchmark Replacement Rate is implemented in accordance with clause (b) below, if (ai) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of a Loan, (ii) the Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining EURIBOR and/or the LIBOR Rate for any Currency for any such Interest Period, or (biii) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding EURIBOR/LIBOR Rate Loans that the Borrower Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Initial BorrowerCompany, and the Lenders at least two (2) Business Days prior to the first day of such Interest Period. Unless the Initial Borrower Company shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify the its request regarding such EURIBOR/LIBOR Rate Loans, any Loans that were requested to be made as EURIBOR/LIBOR Rate Loans shall be made as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable CurrencyLoans. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or converted into, EURIBOR/LIBOR Rate Loans for the Interest Periods so affected. Notwithstanding anything to the contrary in clause (a) above, if the Agent has made the determination (which determination shall be conclusive and binding absent manifest error) that (i) the circumstances described in Section 2.13(a)(i) or (a)(ii) have arisen and that such circumstances are unlikely to be temporary, (ii) any applicable interest rate specified herein is no longer a widely recognized benchmark rate for newly originated loans in the syndicated loan market in the applicable currency or (iii) the applicable supervisor or administrator (if any) of any applicable interest rate specified herein or any Governmental Authority having, or purporting to have, jurisdiction over the Agent has made a public DMSLIBRARY01\31771180.v14 50 statement identifying a specific date after which any applicable interest rate specified herein shall no longer be used for determining interest rates for loans in the syndicated loan market in the applicable currency, then the Agent may, to the extent practicable (in consultation with the Company and as determined by the Agent to be generally in accordance with similar situations in other transactions in which it is serving as administrative agent or otherwise consistent with market practice generally), establish a replacement interest rate (the “Replacement Rate”), in which case, the Replacement Rate shall, subject to the next two sentences, replace such applicable interest rate for all purposes under the Loan Documents unless and until (A) an event described in Section 2.13(b)(i), (b)(ii) or (b)(iii) occurs with respect to the Replacement Rate or (B) the Agent (or the Required Lenders through the Agent) notifies the Company that the Replacement Rate does not adequately and fairly reflect the cost to the Lenders of funding the Loans bearing interest at the Replacement Rate. In connection with the establishment and application of the Replacement Rate, this Agreement and the other Loan Documents shall be amended solely with the consent of the Agent and the Company, as may be necessary or appropriate, in the opinion of the Agent, to effect the provisions of this clause (b). Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, without limitation, Section 9.1), such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Agent shall not have received, within five (5) Business Days of the delivery of such amendment to the Lenders, written notices from such Lenders that in the aggregate constitute Required Lenders, with each such notice stating that such Lender objects to such amendment. To the extent the Replacement Rate is approved by the Agent and the Company in connection with this clause (b), the Replacement Rate shall be applied in a manner consistent with market practice; provided that, in each case, to the extent such market practice is not administratively feasible for the Agent, such Replacement Rate shall be applied as otherwise reasonably determined by the Agent (it being understood that any such modification by the Agent shall not require the consent of, or consultation with, any of the Lenders).Effect of Benchmark Transition Event.

Inability to Determine Interest Rate. Notwithstanding any other provision of this Credit Agreement, if (ai) the Administrative Agent Lender shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining EURIBOR and/or LIBOR for any Currency for any such Interest Period, or (bii) the Required Lenders Lender shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders Lender of funding EURIBOR/LIBOR Rate Loans that the Borrower has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent Lender shall forthwith give telephone notice of such determination, confirmed in writing, to the Initial Borrower, and the Lenders Borrower at least two Business Days prior to the first day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of If such telephone notice that it wishes to rescind or modify the request regarding such EURIBOR/is given (a) any affected LIBOR Rate Loans, any Loans that were requested to be made on the first day of such Interest Period shall be made, at the sole option of the Borrower, in Dollars as EURIBOR/Alternate Base Rate Loans and (b) any affected Loans that on the first day of such Interest Period were to have been converted to or continued as LIBOR Rate Loans shall be made converted to or continued, at the sole option of the Borrower, in Dollars as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable CurrencyLoans. Until any such notice has been withdrawn by the Administrative AgentLender, no further Loans shall be made as, continued as, or converted into, EURIBOR/LIBOR Rate Loans for the Interest Periods so affected.

Inability to Determine Interest Rate. Notwithstanding If prior to the first day of any other provision of this Credit Agreement, if Interest Period: (a) the Administrative Agent shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining EURIBOR and/or the LIBOR Rate for any Currency for any such Interest Period, or or (b) the Administrative Agent shall have received notice from the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate does determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of funding EURIBOR/making or maintaining their affected LIBOR Rate Loans that the Borrower has requested during such Interest Period, Period and the Borrowers shall not have entered into a written agreement providing to the affected Lenders compensation satisfactory to such Lenders for such inadequately and unfairly reflected cost. the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Initial Borrower, Company and the Lenders at least two Business Days prior as soon as practicable thereafter. If such notice is given (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be converted to or continued as ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes , to rescind or modify the request regarding such EURIBOR/LIBOR Rate ABR Loans, any Loans that were requested to be made as EURIBOR/LIBOR Rate Loans shall be made as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable Currency. Until any such notice has been withdrawn by the Administrative AgentAgent (which the Administrative Agent shall be obligated to do when the circumstances giving rise to such notice no longer exist), no further LIBOR Loans shall be made asor continued as such, continued as, or converted into, EURIBOR/nor shall the Borrowers have the right to convert Loans to LIBOR Rate Loans for the Interest Periods so affectedLoans.

Inability to Determine Interest Rate. Notwithstanding any other provision of this Credit Loan Agreement, if (a) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining EURIBOR and/or LIBOR for any Currency for any such Interest Period, or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that EURIBOR and/or the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding EURIBOR/LIBOR Rate Loans that the Borrower has requested be outstanding as a LIBOR tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Initial Borrower, and the Lenders at least two Business Days prior to the first day of such Interest Period. Unless the Initial Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify the its request regarding such EURIBOR/LIBOR Rate Loans, any Loans that were requested to be made as EURIBOR/LIBOR Rate Loans shall be made as Alternate Base Rate Loans in the applicable Currency and any Loans that were requested to be converted into or continued as EURIBOR/LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans in the applicable CurrencyLoans. Until any such notice has been withdrawn by the Administrative Agent (it being acknowledged and agreed that the Administrative Agent or the Required Lenders, as applicable, shall give prompt notice to the Borrower or the Administrative Agent, as applicable, when the conditions which gave rise to the determination made pursuant to Section 2.11(a) or (b) shall no longer be applicable) no further Loans shall be made as, continued as, or converted into, EURIBOR/LIBOR Rate Loans for the Interest Periods so affected.