Common use of Inability to Determine Interest Rate Clause in Contracts

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Rate 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (w) any Dollar Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (x) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans, (y) any outstanding Dollar Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable Margin. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Loans under any affected Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such Facility to Dollar Eurocurrency Loans.

Inability to Determine Interest Rate. If on or prior to the first day Quotation Day for any Interest Period in respect of any Interest PeriodEurocurrency Loan in any Currency: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowersabsent manifest error) that, by reason of circumstances affecting the relevant marketmarket generally, adequate and reasonable means do the Administrative Agent cannot exist for ascertaining ascertain the Eurocurrency Rate in accordance with this Agreement for such affected Currency or such affected Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Rate determined or to be determined for such affected Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Committed Rate Loans during such affected Interest Period, , (c) the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower Company and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency Loans under the relevant Facility requested to be made in such affected Currency on the first day of such affected Interest Period shall be made as ABR LoansLoans in Dollars in a Dollar Equivalent Amount, (xy) any ABR Committed Rate Loans under the relevant Facility that were to have been converted on the first day of such affected Interest Period from ABR Loans, to Eurocurrency Loans in such affected Currency, shall be continued as ABR Loans, (y) any outstanding Dollar Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative such affected Currency that were to have been continued as such shall automatically commence bearing interest at be converted, on the Cost first day of Funds Rate plus the Applicable Marginsuch Interest Period, to ABR Loans in Dollars in a Dollar Equivalent Amount. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Loans under any in such affected Facility Currency shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such Facility to Dollar Eurocurrency Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or, (b) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of the relevant Facility that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such the relevant Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, or (c) the Administrative Agent determines (which determination shall be conclusive and binding upon the Borrower) that deposits in the applicable currency are not generally available, or cannot be obtained by the relevant Lenders, in the applicable market (any Foreign Currency affected by the circumstances described in clause (a), (b) or (c) is referred to as an "Affected Foreign Currency"), then the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) pursuant to clause (a) or (b) of this Section 2.12 in respect of Eurocurrency Loans denominated in Dollars, then (i) any Dollar Eurocurrency Loans under the relevant Facility denominated in Dollars requested to be made on the first day of such Interest Period shall be made as ABR Loans, (xii) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans denominated in Dollars shall be continued as ABR Loans, Loans and (yiii) any outstanding Dollar Eurocurrency Loans under the relevant Facility denominated in Dollars shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (zy) in respect of any Foreign Currency Loans, then (i) any affected Eurocurrency Foreign Currency Loans denominated in an Alternative Affected Foreign Currency requested to be made on the first day of such Interest Period shall not be made and (ii) any outstanding Foreign Currency Loans in an Affected Foreign Currency shall automatically commence bearing interest at be due and payable on the Cost last day of Funds Rate plus the Applicable Marginthen-current Interest Period. Until such relevant notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Loans under any affected Facility denominated in Dollars or Foreign Currency Loans in an Affected Foreign Currency shall be made or continued as such, nor shall the Parent Borrower have the right to convert ABR Loans under any such Facility to Dollar Eurocurrency LoansLoans denominated in Dollars.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower in the absence of manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means (including, without limitation, by means of an Interpolated Rate) do not exist for ascertaining the Eurocurrency Eurodollar Base Rate or the Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Eurodollar Base Rate or the Eurodollar Rate, as applicable, 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (xy) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have reasonably determined (which reasonable determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Eurocurrency Rate Rate, as the case may be, for such Interest Period, or (b) the Administrative Agent shall have has received notice from (i) the Majority Facility U.S. Lenders in respect of the relevant Facility that the Eurocurrency Eurodollar Rate determined (or to be determined determined) for such Interest Period will not adequately and fairly reflect the cost to such U.S. Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Eurodollar Rate Loans during or (ii) the Majority Multicurrency Lenders the Eurocurrency Rate determined (or to be determined) for such Interest PeriodPeriod will not adequately and fairly reflect the cost to such Multicurrency Lenders of making or maintaining their Multicurrency Loans, then the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If Until such notice is given (w) any Dollar time as the Eurodollar Rate or the Eurocurrency Loans under Rate, as the relevant Facility requested to case may be, can be made on determined by the first day Administrative Agent in the manner specified in the definitions of such Interest Period shall terms in subsection 1.1, no further Eurodollar Rate Loans or, as the case may be, Multicurrency Loans (with respect to the Available Foreign Currency for which the Eurocurrency Rate cannot be made as ABR Loans, (xdetermined only) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loanssuch at the end of the then current Interest Periods or (other than any Eurodollar Rate Loans or Multicurrency Loans previously requested and with respect to which the Eurodollar Rate or Eurocurrency Rate, (yas the case may be, was determined) any outstanding Dollar Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable Margin. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Loans under any affected Facility shall be made or continued as suchmade, nor shall the Parent Borrower have the right to convert ABR Loans under any such Facility to Dollar Eurocurrency into Eurodollar Rate Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) , or as applicable, on any day on which an ABR Loan bearing interest determined by reference to the Eurodollar Rate is outstanding, the Administrative Agent or the Required Lenders shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) in connection with any request for a Eurodollar Loan, a request for an ABR Loan to bear interest with reference to the Eurodollar Rate, or a conversion to or a continuation of either of the foregoing that, by reason of circumstances affecting the relevant market, (a) Dollar 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, (b) adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or or (bc) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Eurodollar Rate 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 making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall give telecopy or telephonic notice thereof to promptly notify the relevant Borrower and the relevant Lenders thereof as soon as practicable thereafter. If Any such notice is given determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (w) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (x) any such requested ABR Loans which were to have utilized a Eurodollar Rate component in determining the ABR shall not utilize a Eurodollar Rate component in determining the ABR applicable to such requested ABR Loan, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Eurodollar Loans, and the utilization of the Eurodollar Rate component in determining the ABR shall be suspended.

Inability to Determine Interest Rate. If prior to the first day Notwithstanding any other provision of any Interest Period: this Credit Agreement, if (a) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon the Borrowersabsent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate LIBOR for such Interest Period, or or (b) the Administrative Agent Required Lenders shall have received notice from the Majority Facility Lenders in respect of the relevant Facility reasonably determine (which determination shall be conclusive and binding absent manifest error) that the Eurocurrency LIBOR Rate determined or to be determined for such Interest Period will does not adequately and fairly reflect the cost to such Lenders (of funding LIBOR Rate Loans that the Borrower has requested be outstanding as conclusively certified by such Lenders) of making or maintaining their affected Loans a LIBOR tranche during such Interest Period, the Administrative Agent shall forthwith give telecopy or telephonic telephone notice thereof of such determination, confirmed in writing, to the relevant Borrower Borrower, and the relevant Lenders as soon as practicable thereafterat least two Business Days prior to the first day of such Interest Period. If such notice is given (wa) any Dollar Eurocurrency Foreign Currency Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made made, at the sole option of the Borrower, in Dollars as ABR LoansAlternate Base Rate Loans or such request shall be cancelled, (xb) any ABR affected Foreign Currency Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency or continued as LIBOR Rate Loans shall be continued converted to or continued, at the sole option of the Borrower, as ABR Alternate Base Rate Loans, (yc) any outstanding Dollar Eurocurrency affected LIBOR Rate Loans under requested to be made on the relevant Facility first day of such Interest Period shall be convertedmade, on at the last day sole option of the then-current Interest PeriodBorrower, to ABR in Dollars as Alternate Base Rate Loans and (zd) any affected Eurocurrency Loans denominated in an Alternative Currency that were requested to be converted into or continued as LIBOR Rate Loans shall automatically commence bearing interest at the Cost of Funds remain as or be converted into Alternate Base Rate plus the Applicable MarginLoans. Until any such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Loans under any affected Facility shall be made as, continued as, or continued as suchconverted into, nor shall LIBOR Rate Loans for the Parent Borrower have the right to convert Loans under any such Facility to Dollar Eurocurrency LoansInterest Periods so affected.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances any changes arising on or after the date hereof affecting the relevant interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect that, by reason of any changes arising on or after the relevant Facility that date hereof affecting the Eurocurrency interbank eurodollar market, the Eurodollar Rate 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof confirmed in writing to the relevant Borrower and the relevant Lenders as soon as practicable thereafter, and in any case at least one Business Day prior to the first day of such Interest Period. If such notice is given (wx) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (xy) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be converted to or continued as ABR Loans, (y) any outstanding Dollar Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (z) any affected Eurocurrency outstanding Eurodollar Loans denominated in an Alternative Currency shall automatically commence bearing interest at be converted, on the Cost first day of Funds Rate plus the Applicable Marginsuch Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans under any affected Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such Facility to Dollar Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each Borrower absent manifest error) either that Dollar deposits in the Borrowers) principal amounts of the Loans comprising the applicable borrowing are not generally available in the London interbank market or that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Adjusted LIBO Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Adjusted LIBO Rate 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower Company and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (xy) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, Base Rate Loans and (yz) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest PeriodPeriod with respect thereto, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Base Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative AgentAgent (which it agrees to do upon the circumstances giving rise to the initial notice no longer existing), no further Dollar Eurocurrency Eurodollar Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent any Borrower have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders Banks which will hold a majority in respect principal amount of the relevant Facility Loans to which such Interest Period is to apply that the Eurocurrency Eurodollar Rate 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 LendersBanks) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders Banks as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency Eurodollar Rate Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (xy) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Rate Loans shall be continued as ABR Loans, Base Rate Loans and (yz) any outstanding Dollar Eurocurrency Eurodollar Rate Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Base Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Rate Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Eurodollar Rate Loans.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: Period (a) or as applicable, on any day on which an ABR Loan bearing interest determined by reference to the Eurodollar Rate is outstanding), the Administrative Agent or the Required Lenders shall have reasonably determined (which determination shall be conclusive and binding upon the BorrowersBorrower) in connection with any request for a Eurodollar Loan, a request for an ABR Loan to bear interest with reference to the Eurodollar Rate, or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (i) Dollar 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 means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or or (biii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Eurodollar Rate 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 making or maintaining their affected Loans during such Interest Period, then, in any such case (i), (ii) or (iii), the Administrative Agent shall give telecopy or telephonic notice thereof to promptly notify the relevant Borrower and the relevant Lenders thereof as soon as practicable thereafter. If Any such notice is given determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (w) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (x) any such requested ABR Loans which were to have utilized a Eurodollar Rate component in determining the ABR shall not utilize a Eurodollar Rate component in determining the ABR applicable to such requested ABR Loan, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Eurodollar Loans, and the utilization of the Eurodollar Rate component in determining the ABR shall be suspended.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Eurodollar Rate 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders at least two Business Days prior to the commencement of any such Interest Period. Unless the Borrower shall have notified the Administrative Agent promptly upon receipt of such telecopy or telephonic notice that it wishes to rescind or modify its request regarding (i) proposed Loans that the Borrower has requested be made as soon Eurodollar Loans, (ii) a Eurodollar Loan that will result from the requested conversion of all or part of ABR Loans into Eurodollar Loans or (iii) the continuation of a Eurodollar Loan as practicable thereafter. If such notice is given for an additional Interest Period, then (wx) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (xy) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. If Subject to the following paragraph, if, prior to the first day of any Interest Period: (a) , the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency LIBOR Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in with respect of the relevant Facility that the Eurocurrency Rate determined or to be determined any Eurodollar Loan for such Interest Period will not adequately and fairly reflect (the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period“Affected Eurodollar Rate”), the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wa) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility rate of interest applicable to which is based on the Affected Eurodollar Rate requested to be made on the first day of such Interest Period shall be made as ABR Loans, Loans and (xb) any ABR Term Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency or continued as Eurodollar Loans the rate of interest applicable to which is based upon the Affected Eurodollar Rate shall be converted to or continued as ABR Loans, (y) any outstanding Dollar Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable Margin. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans under any affected Facility the rate of interest applicable to which is based upon the Affected Eurodollar Rate shall be made or continued as such, nor shall the Parent Borrower have the right to convert ABR Loans to Eurodollar Loans, the rate of interest applicable to which is based upon the Affected Eurodollar Rate. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error) that: (i) adequate and reasonable means do not exist for ascertaining the LIBOR Rate for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Rate or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), then, promptly after such determination (or if later, in the case of clause (ii), not later than 90 days prior to the Scheduled Unavailability Date), the Administrative Agent shall notify the Borrower and the Lenders (a “LIBOR Successor Notice”); or (iii) new syndicated loans have started to adopt a new benchmark interest rate, then the Administrative Agent may, but shall not be obligated to, provide a LIBOR Successor Notice to the Borrower and the Lenders, and in each of the cases described in the foregoing clauses (i)-(iii), this Agreement may, with the consent of the Borrower, be amended to replace the LIBO Rate with an alternate rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) by the Administrative Agent and the Borrower with the consent of the Required Lenders (which shall be deemed to be granted if the Administrative Agent posts a copy of such proposed amendment to Lenders and does not receive, within five Business Days thereafter, written notice from Lenders comprising the Required Lenders stating that such Required Lenders object to such amendment). Any rate adopted as provided above is referred to as the “LIBOR Successor Rate”. Any such amendment pursuant to this Section 4.7 shall include such conforming changes to the definition of Alternate Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate to reflect the adoption of the LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice, provided that to the extent that the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, the Administrative Agent shall administer such LIBOR Successor Rate in a manner determined by the Administrative Agent in consultation with the Borrower. If a LIBOR Successor Notice has been given and no LIBOR Successor Rate has been determined, the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the first paragraph of this Section 4.7 shall apply, without regard to clause (c) of the definition of “Alternate Base Rate.” Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such Facility to Dollar Eurocurrency LoansLIBOR Successor Rate be less than zero for purposes of this Agreement.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Eurodollar Rate 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (and until such notice is withdrawn), (w) any Dollar Eurocurrency Eurodollar Loans denominated in Dollars under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (x) any ABR Loans denominated in Dollars under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, (y) any outstanding Dollar Eurocurrency Eurodollar Loans denominated in Dollars under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (z) any affected Eurocurrency outstanding Eurodollar Loans denominated in an Alternative Currency (other than Dollars) shall automatically commence bearing be continued with an interest at applicable thereto equal to the Cost sum of Funds Rate plus (I) the Applicable MarginMargin for such Eurodollar Loans and (II) the rate for each day during such Interest Period reasonably determined by the Administrative Agent to be the cost of funds of representative participating members in the interbank eurodollar market selected by the Administrative Agent (which may include Lenders) for maintaining loans similar to the relevant Loans (provided that any change in the rate determined pursuant to this clause (II) shall be effective as of the opening of business on the effective day of any change in the relevant component of such rate). Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans denominated in Dollars under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans denominated in Dollars under any such the relevant Facility to Dollar Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: , (ai) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (bii) the Administrative Agent shall have has received notice from the Majority Facility Required Lenders in respect of the relevant Facility that the Eurocurrency Eurodollar Rate 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 making or maintaining their affected Eurodollar Loans during such Interest Period, or (iii) U.S. Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower Borrowers and the relevant Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given given, (wA) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (xB) any ABR Revolving Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency or continued as Eurodollar Loans shall be converted to or continued as ABR Loans, Base Rate Loans and (yC) any each outstanding Dollar Eurocurrency Loans under the relevant Facility Eurodollar Loan shall be converted, on the last day of the then-current Interest PeriodPeriod thereof, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Base Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans under any affected Facility shall be made or continued as such, nor shall the Parent Borrower Borrowers have the right to convert Base Rate Loans under any such Facility or LMIR Loans to Dollar Eurocurrency Eurodollar Loans. (b) [Intentionally Omitted]

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: (ai) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of the relevant Facility that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period in good faith by such Required Lenders will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility hereunder requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (xy) any ABR Loans under the relevant Facility hereunder that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, Base Rate Loans and (yz) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility hereunder shall be converted, on the last day of the then-current Interest Period, to ABR Loans Base Rate Loans; provided that if the circumstances giving rise to such notice shall cease or otherwise become inapplicable to such Required Lenders, then such Required Lenders shall promptly give notice of such change in circumstances to the Administrative Agent and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable MarginBorrower. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans under any affected Facility hereunder shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such Facility hereunder to Dollar Eurocurrency Eurodollar Loans. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but either (w) the supervisor for the administrator of the LIBOR has made a public statement that the administrator of the LIBOR is insolvent (and there is no successor administrator that will continue publication of the LIBOR), (x) the administrator of the LIBOR has made a public statement identifying a specific date after which the LIBOR will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBOR), (y) the supervisor for the administrator of the LIBOR has made a public statement identifying a specific date after which the LIBOR will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBOR or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurodollar 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, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in 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 Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders of each Class stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.11(b), only to the extent the LIBOR for such Interest Period is not available or published at such time on a current basis), (x) any requests to convert of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (y) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as a Base Rate Borrowing.

Inability to Determine Interest Rate. If Subject to clause (b) below, if prior to the first day of any Interest Period: (ai) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, (ii) deposits in the relevant amount, in the relevant currency and for the relevant Interest Period are not available to it in the London interbank market; or (biii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Eurodollar Rate 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 making or maintaining their affected Loans during such Interest Period, then the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafterthereafter but at least two (2) Business Days prior to the first day of such Interest Period. If such notice is given (wx) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR LoansBase Rate Loans (or, in the case of a Revolving Loan denominated in any Alternate Currency, the Borrower and the Revolving Lenders shall establish a mutually acceptable alternative rate), (xy) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR LoansBase Rate Loans (or, in the case of a Revolving Loan denominated in any Alternate Currency, the Borrower and the Revolving Lenders shall establish a mutually acceptable alternative rate) and (yz) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Base Rate Loans and (z) any affected Eurocurrency Loans or, in the case of a Revolving Loan denominated in an Alternative Currency any Alternate Currency, the Borrower and the Revolving Lenders shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable Marginestablish a mutually acceptable alternative rate). Until 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 Dollar Eurocurrency Eurodollar Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. If (a) In the event, and on each occasion, that on the day two Business Days prior to the first day commencement of any Interest Period: (a) Period for a Eurocurrency Borrowing of any Type, the Administrative Agent shall have determined (that Dollar deposits or deposits in the Alternative Currency in which determination shall such Borrowing is to be conclusive and binding upon denominated in the Borrowers) that, by reason principal amounts of circumstances affecting the relevant Loans comprising such Borrowing are not generally available in the London interbank market, adequate and or that reasonable means do not exist for ascertaining the Eurocurrency LIBO Rate for or EURIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such Interest Perioddetermination to the applicable Borrower and the Lenders and, or (b) until the Administrative Agent shall have received advised the applicable Borrower and the Lenders that the circumstances giving rise to such notice from no longer exist, (i) any request by a Borrower for a Eurocurrency Competitive Borrowing pursuant to Section 2.06 shall be of no force or effect and shall be denied by the Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Term Borrowing, Eurocurrency Standby Borrowing of the affected Type or in the affected currency shall be deemed to be a request for a Base Rate Borrowing denominated in Dollars and (iii) any Interest Election Request that requests the conversion of any Standby Borrowing and/or Term Borrowing to, or continuation of any Standby Borrowing or Term Borrowing, as applicable, as, a Eurocurrency Borrowing shall be ineffective, and unless repaid such Borrowing shall be converted to or continued on the last day of the Interest Period applicable thereto (A) if such Borrowing is denominated in Dollars, as a Base Rate Borrowing, or (B) if such Borrowing is denominated in any Alternative Currency, as a Borrowing bearing interest at such rate as the Administrative Agent shall determine adequately and fairly reflects the cost to the affected Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period (which shall at no time be less than 0.00% per annum) plus the Applicable Margin. (b) In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowing of any Type the Administrative Agent shall have been advised by the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Rate determined rates at which Dollar deposits or deposits in the Alternative Currency in which such Borrowing is to be determined for denominated in the principal amounts of the Loans comprising such Interest Period Borrowing are being offered will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Eurocurrency Loans during such Interest Period, the Administrative Agent shall Agent, may in consultation with the affected Lenders, give written or telecopy or telephonic notice thereof of such determination to the relevant Company, the applicable Borrower and the relevant applicable Lenders as soon as practicable thereafter. If and until the Administrative Agent shall have advised the Company, the applicable Borrower and the applicable Lenders that the circumstances giving rise to such notice is given no longer exist, (wi) any Dollar request by a Borrower for a Eurocurrency Loans under Competitive Borrowing pursuant to Section 2.06 may be denied by the relevant Facility requested Administrative Agent, (ii) any request by a Borrower for a Eurocurrency Standby Borrowing of the affected Type or in the affected currency may deemed to be made on the first day of such Interest Period shall be made as ABR Loansa request for a Base Rate Borrowing denominated in Dollars, (xiii) any ABR Loans under request by a Borrower for a Eurocurrency Term Borrowing of the relevant Facility that were affected Type may deemed to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans, a request for a Base Rate Borrowing and (yiv) any outstanding Dollar Interest Election Request that requests the conversion of any Term Borrowing and/or Standby Borrowing to, or continuation of any Term Borrowing and/or Standby Borrowing, as applicable, a Eurocurrency Loans under the relevant Facility shall Borrowing may be converteddeemed ineffective, and unless repaid such Borrowing may be converted to or continued on the last day of the then-current Interest Period applicable thereto (A) if such Borrowing is denominated in Dollars, as a Base Rate Borrowing, or (B) if such Borrowing is denominated in any Alternative Currency, as a Borrowing bearing interest at such rate as the Administrative Agent shall determine adequately and fairly reflects the cost to the applicable Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (which shall at no time be less than 0.00% per annum), as notified to the Company no later than one Business Day prior to the last day of such applicable Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable Margin. Until such notice has been withdrawn . (c) Each determination by the Administrative Agent, no further Dollar Eurocurrency Loans Agent under any affected Facility this Section 2.17 shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such Facility to Dollar Eurocurrency Loansconclusive absent manifest error.

Inability to Determine Interest Rate. If on or prior to the first day date on which the Eurocurrency Rate is determined for any Interest Period in respect of any Interest PeriodEurocurrency Loan in any Currency: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowersabsent manifest error) that, by reason of circumstances affecting the relevant marketmarket generally, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such affected Currency or such affected Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect Banks having Commitments comprising at least 25% of the relevant Facility aggregate amount of the Commitments (or, in the case of Loans denominated in an Available Foreign Currency, Banks having at least 25% of the Foreign Currency Commitments in such Available Foreign Currency) that the Eurocurrency Rate determined or to be determined for such affected Interest Period will not adequately and fairly reflect the cost to such Lenders Banks (as conclusively certified by such LendersBanks) of making or maintaining their affected Committed Rate Loans during such affected Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower Company and the relevant Lenders Banks as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency Loans under the relevant Facility requested to be made in such affected Currency on the first day of such affected Interest Period shall be made as ABR LoansLoans in Dollars in the Dollar Equivalent Amount, (xy) any ABR Committed Rate Loans under the relevant Facility that were to have been converted on the first day of such affected Interest Period from ABR Loans to Eurocurrency Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Dollar Eurocurrency Loans under the relevant Facility in such affected Currency that were to have been continued as such shall be converted, on the last first day of the then-current such Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at Dollars in the Cost of Funds Rate plus the Applicable MarginDollar Equivalent Amount. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Loans under any in such affected Facility Currency shall be made made, converted to or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such Facility to Dollar Eurocurrency Loans.

Inability to Determine Interest Rate. If In the event that prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency LIBOR Adjusted Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency LIBOR Adjusted Rate 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency LIBOR Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loansaccrue interest at the Reference Banks Rate, (xy) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency LIBOR Loans shall be converted to Loans accruing interest at the Reference Banks Rate or continued as ABR Alternate Base Rate Loans, as the Borrower shall select and (yz) any outstanding Dollar Eurocurrency LIBOR Loans under the relevant Facility shall be converted, on the last first day of the then-current such Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing accruing interest at the Cost of Funds Reference Banks Rate plus or to Alternate Base Rate Loans, as the Applicable MarginBorrower shall select. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency LIBOR Loans under any affected Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Alternate Base Rate Loans under any such Facility to Dollar Eurocurrency LIBOR Loans.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period: (a) event that the Administrative Agent or the Required Lenders shall have reasonably determined (which determination shall be conclusive and binding upon the Borrowers) that, that (a) by reason of circumstances affecting the relevant interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for any Interest Period with respect to (i) proposed Loans that the Borrowers have requested be made as Eurodollar Loans, (ii) any Eurodollar Loans that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the continuation of any Eurodollar Loan as such for an additional Interest Period, or or (b) Dollar deposits in the Administrative Agent shall have received notice from relevant amount and for the Majority Facility relevant period with respect to any such Eurodollar Loan are not generally available to the Lenders in respect of the relevant Facility that the Eurocurrency Rate 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 making or maintaining their affected Loans during such Interest Periodrespective Eurodollar Lending Offices’ interbank eurodollar markets, the Administrative Agent shall forthwith give telecopy or telephonic notice thereof of such determination, confirmed in writing, to the relevant Borrower Borrowers and the relevant Lenders at least one day prior to, as soon as practicable thereafterthe case may be, the requested Borrowing Date, the conversion date or the last day of such Interest Period. If such notice is given (wi) any Dollar Eurocurrency requested Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Alternate Base Rate Loans, (xii) any ABR Alternate Base Rate Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Alternate Base Rate Loans, and (yiii) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, converted on the last day of the then-then current Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Period applicable thereto into Alternate Base Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans under any affected Facility shall be made or continued as such, nor and no Alternate Base Rate Loans shall the Parent Borrower have the right be converted to convert Loans under any such Facility to Dollar Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. If on or prior to the first day date on which the Eurocurrency Rate is determined for any Interest Period in respect of any Interest PeriodEurocurrency Loan in any Currency: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowersabsent manifest error) that, by reason of circumstances affecting the relevant marketmarket generally, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such affected Currency or such affected Interest Period, or or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect Banks having Commitments comprising at least 25% of the relevant Facility aggregate amount of the Commitments (or, in the case of Loans denominated in an Available Foreign Currency, Banks having at least 25% of the Foreign Currency Commitments in such Available Foreign Currency) that the Eurocurrency Rate determined or to be determined for such affected Interest Period will not adequately and fairly reflect the cost to such Lenders Banks (as conclusively certified by such LendersBanks) of making or maintaining their affected Committed Rate Loans during such affected Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower Company and the relevant Lenders Banks as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency Loans under the relevant Facility requested to be made in such affected Currency on the first day of such affected Interest Period shall be made as ABR LoansLoans in Dollars in the Dollar Equivalent Amount, (xy) any ABR Committed Rate Loans under the relevant Facility that were to have been converted on the first day of such affected Interest Period from ABR Loans to Eurocurrency Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Dollar Eurocurrency Loans under the relevant Facility in such affected Currency that were to have been continued as such shall be converted, on the last first day of the then-current such Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at Dollars in the Cost of Funds Rate plus the Applicable MarginDollar Equivalent Amount. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Loans under any in such affected Facility Currency shall be made made, converted to or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such Facility to Dollar Eurocurrency Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the General Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrowers absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the General Administrative Agent shall have has received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Eurodollar Rate 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 making or maintaining their affected Eurodollar Loans during such Interest Period, the General Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR U.S. Base Rate Loans or Canadian Base Rate Loans, as the case may be, (xy) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR U.S. Base Rate Loans or Canadian Base Rate Loans, as the case may be, and (yz) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last first day of the then-current such Interest Period, to ABR U.S. Base Rate Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at or Canadian Base Rate Loans, as the Cost of Funds Rate plus the Applicable Margincase may be. Until such notice has been withdrawn time as the Eurodollar Rate can be determined by the General Administrative AgentAgent in the manner specified in the definitions of such terms in Section 1.1, no further Dollar Eurocurrency Eurodollar Loans under any the affected Facility shall be made or continued as suchsuch at the end of the then current Interest Periods or shall be made, nor shall the Parent relevant Borrower have the right to convert outstanding Loans under such Facility into Eurodollar Loans. The relevant Administrative Agent shall withdraw (i) any such notice pursuant to clause (a) above if the relevant Administrative Agent determines that the relevant circumstances have ceased to exist and (ii) any such notice pursuant to clause (b) above upon receipt of notice from the Majority Facility Lenders in respect of the relevant Facility that the relevant circumstances described in such clause (b) have ceased to Dollar Eurocurrency Loansexist.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) , the U.S. Administrative Agent shall have determined (which determination shall be conclusive and binding upon each of the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate with respect to any Eurocurrency Loan (the “Affected Rate”) for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Rate 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 making or maintaining their affected Loans during such Interest Period, the U.S. Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Parent Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wa) any Dollar Eurocurrency Loans under the relevant Facility rate of interest applicable to which is based on the Affected Rate requested to be made on the first day of such Interest Period shall be made as ABR Loans, (xb) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate or Affected Rate shall be converted to or continued as ABR Loans, Loans and (yc) any outstanding Dollar Eurocurrency Loans under that were to have been converted on the relevant Facility shall first day of such Interest Period to or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Rate and that are not otherwise permitted to be convertedconverted to or continued as ABR Loans by subsection 4.2 shall, upon demand by the applicable Lenders the Commitment Percentage of which aggregate greater than 50% of such Loans, be immediately repaid by the applicable Borrower on the last day of the then-then current Interest PeriodPeriod with respect thereto together with accrued interest thereon or otherwise, at the option of the Parent Borrower, shall remain outstanding and bear interest at a rate which reflects, as to ABR Loans and (z) any affected each of the RCF Lenders, such RCF Lender’s cost of funding such Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate as reasonably determined by such Lender, plus the Applicable MarginMargin hereunder. If any such repayment occurs on a day which is not the last day of the then current Interest Period with respect to such Affected Eurocurrency Loan, the applicable Borrower shall pay to each of the applicable Lenders such amounts, if any, as may be required pursuant to subsection 4.12. Until such notice has been withdrawn by the U.S. Administrative Agent, no further Dollar Eurocurrency Loans under any affected Facility the rate of interest applicable to which is based upon the Affected Rate shall be made or continued as such, nor shall any of the Parent Borrower Borrowers have the right to convert ABR Loans under any such Facility to Dollar Eurocurrency LoansLoans the rate of interest applicable to which is based upon the Affected Rate.

Inability to Determine Interest Rate. If prior to the first day of any Interest PeriodPeriod for any LIBOR Loan in Dollars: (a) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurocurrency LIBOR Rate or the Adjusted LIBOR Rate, as applicable, for such LIBOR Loan in such currency for such Interest Period, or (b) the Administrative Agent shall have received written notice from the Majority Facility Lenders in respect of the relevant a Facility that the Eurocurrency LIBOR Rate or the Adjusted LIBOR Rate, as applicable, determined or to be determined with respect to such LIBOR Loan under such Facility in such currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected respective Loans during such Interest Period, ; then the Administrative Agent shall give telecopy or telephonic notice thereof (which may be by telephone confirmed in writing) to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (w) any Dollar Eurocurrency LIBOR Loans in Dollars under the relevant such Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, after consultation with the Borrower and the applicable Lenders, to compensate the applicable Lenders for such Loan in such currency for the applicable period plus the Applicable Margin, (x) any ABR Loans in Dollars under the relevant such Facility that were to have been converted on the first day of such Interest Period to Eurocurrency LIBOR Loans shall be continued as ABR Loans, Loans and (y) any outstanding Dollar Eurocurrency LIBOR Loans in Dollars under the relevant such Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans Loans, after consultation with the Borrower and (z) any affected Eurocurrency Loans denominated the applicable Lenders, to compensate the applicable Lenders for such Loan in an Alternative Currency shall automatically commence bearing interest at such currency for the Cost of Funds Rate applicable period plus the Applicable Margin. The Administrative Agent shall withdraw such notice as soon as adequate and reasonable means exist for ascertaining the LIBOR Rate or the Adjusted LIBOR Rate, as applicable. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency LIBOR Loans under any affected such Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans to LIBOR Loans under any such Facility to Dollar Eurocurrency LoansFacility.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) , the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar 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, (b) adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or or (bc) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Eurodollar Rate 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 making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall give telecopy or telephonic notice thereof to promptly notify the relevant Borrower and the relevant Lenders thereof as soon as practicable thereafter. If Any such notice is given determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (wx) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (xy) any ABR Loans under the relevant Revolving Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Revolving Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent Lender shall have determined (which determination shall be conclusive and binding upon the Borrowers) that U.S. Dollar deposits in the relevant amount and for the relevant Interest Period are not available to the Lender in the relevant market, or (b) the Lender shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency LIBOR Rate for such Interest Period, or (bc) the Administrative Agent Lender shall have received notice from the Majority Facility Lenders in respect of the relevant Facility determined that the Eurocurrency LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders the Lender (as conclusively certified by such Lendersthe Lender) of making or maintaining their the affected Revolving Loans during such Interest Period, the Administrative Agent Lender shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders Borrowers as soon as practicable thereafter. If such notice is given (wi) any Dollar Eurocurrency Loans under the relevant Facility requested LIBOR Loan to be made on the first day of such Interest Period shall be made as ABR Loansa Prime Rate Loan, (xii) any ABR Loans under the relevant Facility Prime Rate Loan that were was to have been be converted on the first day of such Interest Period to Eurocurrency Loans a LIBOR Loan shall be continued as ABR Loansa Prime Rate Loan, and (yiii) any outstanding Dollar Eurocurrency Loans under the relevant Facility LIBOR Loan shall be converted, converted on the last day of the then-then current Interest Period, Period to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds a Prime Rate plus the Applicable MarginLoan. Until such notice has been withdrawn by the Administrative AgentLender, no further Dollar Eurocurrency LIBOR Loans under any affected Facility shall be made or continued as such, nor shall the Parent Borrower Borrowers have the right to convert Loans under any such Facility to Dollar Eurocurrency LIBOR Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest PeriodPeriod for any Eurodollar Loan: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowersabsent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Eurocurrency date of this Agreement the Eurodollar Rate 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (xy) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest PeriodPeriod with respect thereto, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative AgentAgent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist), no further Dollar Eurocurrency Eurodollar Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate or the CDOR Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Eurodollar Rate or the CDOR Rate 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency Eurodollar Loans or CDOR Rate Loans, as applicable, under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR LoansLoans in the applicable Currency, (xy) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans Eurodollar Loans, or CDOR Rate Loans, as applicable shall be continued as ABR Loans, Loans in the applicable Currency and (yz) any outstanding Dollar Eurocurrency Eurodollar Loans or CDOR Rate Loans, as applicable, under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable Marginapplicable Currency. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans or CDOR Rate Loans, as applicable, under any affected the relevant Facility shall be made or continued as such, nor shall the Parent any Borrower have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Eurodollar Loans or CDOR Rate Loans, as applicable.

Inability to Determine Interest Rate. If on or prior to the first day date on which the Eurocurrency Rate is determined for any Interest Period in respect of any Interest PeriodEurocurrency Loan in any Currency: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowersabsent manifest error) that, by reason of circumstances affecting the relevant marketmarket generally, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such affected Currency or such affected Interest Period, or (b) on the Business Day prior to the first day of the applicable Interest Period, the Administrative Agent shall have received notice from the Majority Facility Lenders in respect Banks having Revolving Commitments comprising at least 25% of the relevant Facility Total Revolving Commitments (or, in the case of Loans denominated in an Available Foreign Currency, Banks having at least 25% of the Foreign Currency Revolving Commitments in such Available Foreign Currency) that the Eurocurrency Rate determined or to be determined for such affected Interest Period will not adequately and fairly reflect the cost to such Lenders Banks (as conclusively certified by such LendersBanks) of making or maintaining their affected Committed Rate Loans during such affected Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower Company and the relevant Lenders Banks as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency Loans under the relevant Facility requested to be made in such affected Currency on the first day of such affected Interest Period shall be made as ABR LoansLoans in Dollars in the Dollar Equivalent Amount, (xy) any ABR Committed Rate Loans under the relevant Facility that were to have been converted on the first day of such affected Interest Period from ABR Loans to Eurocurrency Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Dollar Eurocurrency Loans under the relevant Facility in such affected Currency that were to have been continued as such shall be converted, on the last first day of the then-current such Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at Dollars in the Cost of Funds Rate plus the Applicable MarginDollar Equivalent Amount. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Loans under any in such affected Facility Currency shall be made made, converted to or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such Facility to Dollar Eurocurrency Loans.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: (a) , or as applicable, on any day on which an ABR Loan bearing interest determined by reference to the Eurodollar Rate is outstanding), the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) in connection with any request for a Eurodollar Loan, a request for an ABR Loan to bear interest with reference to the Eurodollar Rate, or a conversion to or a continuation of either of the foregoing that, by reason of circumstances affecting the relevant market, (i) Dollar 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 means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or or (biii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Eurodollar Rate 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 making or maintaining their affected Loans during such Interest Period, then, in any such case (i), (ii) or (iii), the Administrative Agent shall give telecopy or telephonic notice thereof to promptly notify the relevant Borrower and the relevant Lenders thereof as soon as practicable thereafter. If Any such notice is given determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (w) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (x) any such requested ABR Loans which were to have utilized a Eurodollar Rate component in determining the ABR shall not utilize a Eurodollar Rate component in determining the ABR applicable to such requested ABR Loan, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Eurodollar Loans, and the utilization of the Eurodollar Rate component in determining the ABR shall be suspended. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 2.17(a)(i) or (ii) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 2.17(a)(i) or (ii) have not arisen but the supervisor for the administrator of the LIBOR reporting system or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans, then Administrative Agent and Borrower shall endeavor to establish an alternate rate of interest to LIBOR 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, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable; provided that if such alternate rate of interest shall be less than 1.00%, such rate shall be deemed to be 1.00% for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 12.7, 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 Business Days of the date notice of such alternative rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.17(b), only to the extent that LIBOR for such Interest Period is not available or published at such time on a current basis), (x) any Eurodollar Loans requested to be made shall be made as ABR Loans, and (y) any outstanding Eurodollar Loans shall be converted, on the last day of the then-current Interest Period, to ABR Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: Agent determines that (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason quotations of circumstances affecting interest rates for the relevant marketdeposits are not being provided in the relevant amounts or for the relevant maturities for purposes of determining the interest rate on a Eurodollar Advance as provided in this Agreement, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Rate determined or interest rates applicable to be determined for such Interest Period will a Eurodollar Advance do not adequately and fairly reflect accurately cover the cost to such Lenders (as conclusively certified by such Lenders) the Bank of making making, funding or maintaining their affected Loans during Eurodollar Advances, then the Agent shall, at the Agent’s option, give notice of such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof circumstances to the relevant Borrower and Borrower, whereupon (i) the relevant obligation of the Lenders as soon as practicable thereafter. If such notice is given (w) any Dollar Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period make Eurodollar Advances shall be made as ABR Loanssuspended until the Agent notifies the Borrower that the circumstances giving rise to the suspension no longer exist, and (xii) any ABR Loans under the relevant Facility that were to have been converted on Borrower shall repay in full the first day then outstanding principal amount of such Interest Period to Eurocurrency Loans shall be continued as ABR Loanseach Eurodollar Rate Advance, (y) any outstanding Dollar Eurocurrency Loans under the relevant Facility shall be convertedtogether with accrued interest, on the last day of the then-then current Interest PeriodPeriod applicable to the Eurodollar Advance, provided, however, that, subject to ABR Loans the terms and (z) conditions of this Agreement and the other Loan Documents, the Borrower shall be entitled to simultaneously replace the entire outstanding balance of any affected Eurocurrency Loans denominated Eurodollar Advance repaid in accordance with this section with an Alternative Currency shall automatically commence Advance bearing interest at the Cost of Funds CB Floating Rate plus the Applicable MarginMargin for CB Floating Rate Advances in the same amount. Until such notice has been withdrawn by If the Administrative AgentAgent determines on any day that quotations of interest rates for the relevant deposits referred to in the definition of Adjusted One Month Eurodollar Rate are not being provided for purposes of determining the interest rate on any CB Floating Rate Advance on any day, no further Dollar Eurocurrency Loans under any affected Facility then each CB Floating Rate Advance shall be made or continued as such, nor shall bear interest at the Parent Borrower have Prime Rate plus the right Applicable Margin for CB Floating Rate Advances until the Agent determines that quotations of interest rates for the relevant deposits referred to convert Loans under any such Facility to Dollar Eurocurrency Loansin the definition of Adjusted One Month Eurodollar Rate are being provided.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate or BA Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Eurodollar Rate or BA Rate 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant applicable Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency Eurodollar Loans or BA Rate Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans or Canadian Prime Rate Loans, respectively, (xy) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans or BA Rate Loans shall be continued as ABR Base Rate Loans or Canadian Prime Rate Loans, respectively, and (yz) any outstanding Dollar Eurocurrency Eurodollar Loans or BA Rate Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest Period, to ABR Base Rate Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds or Canadian Prime Rate plus the Applicable MarginLoans, respectively. Until such notice has been withdrawn by the Administrative Agent, Agent no further Dollar Eurocurrency Eurodollar Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower Borrowers have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Eurodollar Loans or BA Rate Loans. (c) Solely with respect to the U.S. Term B Loans and any other Facility established after the Amendment No. 1 Effective Date (each an “Applicable Facility”), if at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrowers shall endeavor to establish an alternate rate of interest to the LIBO Rate for each Applicable Facility 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, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin). Notwithstanding anything to the contrary in Section 11.1, such amendment shall become effective as to each Applicable Facility 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 Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Majority Facility Lenders of each Applicable Facility stating that such Majority Facility Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (c) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 4.7(c), only to the extent the LIBO Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Borrowing Notice that requests the borrowing of or conversion of any borrowing to, or continuation of any Loan as, a Eurodollar Loan shall be ineffective and (y) if any Borrowing Notice requests a Eurodollar Loan, such Loan shall be made as a Base Rate Loan; provided that, if such alternate rate of interest shall be less than 0.00%, such rate shall be deemed to be 0.00% for the purposes of this Agreement.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Eurodollar Rate 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency Eurodollar Loans denominated in Dollars under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (xy) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, Base Rate Loans and (yz) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest PeriodPeriod with respect thereto, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Base Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Eurodollar Loans. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 2.15(a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 2.15(a)(i) have not arisen but the supervisor for the administrator of the LIBO Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurodollar 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, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 10.1, 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 Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

Inability to Determine Interest Rate. If prior to the first day of any Interest PeriodPeriod for any Eurodollar Loan: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowersabsent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Eurocurrency date of this Agreement the Eurodollar Rate 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic written notice thereof (including by telecopy) to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wi) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (xii) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, Loans and (yiii) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest PeriodPeriod with respect thereto, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative AgentAgent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist), no further Dollar Eurocurrency Eurodollar Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Rate 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (w) any Dollar Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (x) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans, (y) any outstanding Dollar Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable Margin. Until such notice has been withdrawn by the Administrative Agent, which the Administrative Agent agrees to do upon the cessation of the events giving rise to such notice, no further Dollar Eurocurrency Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) , the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each of the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate with respect to any Eurocurrency Loan or the Swing Line Foreign Currency Rate for such Interest Periodany Swing Line Foreign Currency Loan (in either case, or (bthe “Affected Rate”) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Rate 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Parent Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wa) any Dollar Eurocurrency Loans under the relevant Facility rate of interest applicable to which is based on the Affected Eurocurrency Rate requested to be made on the first day of such Interest Period shall be made as ABR LoansLoans (to the extent otherwise permitted by subsection 4.2), (xb) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate shall be converted to or continued as ABR Loans (to the extent otherwise permitted by subsection 4.2), (c) in the case of Tranche B Euro Term Loans or Swing Line Foreign Currency Loans subject to an Affected Rate, same shall remain outstanding and bear interest at the rate which reflects, as to each Tranche B Euro Term Loan Lender or the Swing Line Lender, as the case may be, such Lender’s cost of funding such Eurocurrency Loans, or Swing Line Foreign Currency Loans as reasonably determined by such Lender, plus the Applicable Margin hereunder (yplus 1.50% per annum in the case of Swing Line Foreign Currency Loans), and (d) any outstanding Dollar Eurocurrency Loans under that are Revolving Credit Loans that were to have been converted on the relevant Facility shall first day of such Interest Period to or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate and that are not otherwise permitted to be convertedconverted to or continued as ABR Loans by subsection 4.2 shall, upon demand by the Revolving Credit Lenders the Revolving Credit Commitment Percentage of which aggregate greater than 50%, be immediately repaid by the applicable Borrower on the last day of the then-then current Interest PeriodPeriod with respect thereto together with accrued interest thereon or otherwise, to ABR Loans at the option of the Parent Borrower, shall remain outstanding and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing bear interest at a rate which reflects, as to each of the Cost Revolving Credit Lenders, such Revolving Credit Lender’s cost of Funds Rate funding such Eurocurrency Loans, as reasonably determined by such Revolving Credit Lender, plus the Applicable MarginMargin hereunder. If any such repayment occurs on a day which is not the last day of the then current Interest Period with respect to such affected Eurocurrency Loan, the applicable Borrower shall pay to each of the Revolving Credit Lenders such amounts, if any, as may be required pursuant to subsection 4.12. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Loans under any affected Facility the rate of interest applicable to which is based upon the Affected Eurocurrency Rate shall be made or continued as such, nor shall any of the Parent Borrower Borrowers have the right to convert ABR Loans under any such Facility to Dollar Eurocurrency LoansLoans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) , the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowerseach Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate with respect to any Eurocurrency Loan (the “Affected Rate”) for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Rate 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower Representative and the relevant Lenders as soon as practicable thereafter. If such notice is given (wa) any Dollar Eurocurrency Loans under the relevant Facility rate of interest applicable to which is based on the Affected Rate requested to be made on the first day of such Interest Period shall be made as ABR Loans, (xb) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Rate shall be converted to or continued as ABR Loans, (yc) as to the Swing Line Lender, as the case may be, such Lender’s cost of funding such Eurocurrency Loans or as reasonably determined by such Lender, plus the Applicable Margin hereunder and (d) any outstanding Dollar Eurocurrency Loans under that are Revolving Loans that were to have been converted on the relevant Facility shall first day of such Interest Period to or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Rate and that are not otherwise permitted to be convertedconverted to or continued as ABR Loans by subsection 4.2 shall, upon demand by the Lenders the Commitment Percentage of which aggregate greater than 50%, be immediately repaid by the applicable Borrower on the last day of the then-then current Interest PeriodPeriod with respect thereto together with accrued interest thereon or otherwise, to ABR Loans at the option of the Borrower Representative, shall remain outstanding and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing bear interest at a rate which reflects, as to each of the Cost Lenders, such Lender’s cost of Funds Rate funding such Eurocurrency Loans, as reasonably determined by such Lender, plus the Applicable MarginMargin hereunder. If any such repayment occurs on a day which is not the last day of the then current Interest Period with respect to such affected Eurocurrency Loan, the applicable Borrower shall pay to each of the Lenders such amounts, if any, as may be required pursuant to subsection 4.12. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Loans under any affected Facility the rate of interest applicable to which is based upon the Affected Rate shall be made or continued as such, nor shall any of the Parent Borrower Borrowers have the right to convert ABR Loans under any such Facility to Dollar Eurocurrency LoansLoans the rate of interest applicable to which is based upon the Affected Rate.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period; provided, that the Administrative Agent has made a similar determination, where permitted, under each other comparable credit facility where the Administrative Agent is the administrative agent (or a capacity similar thereto), or (b) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of the relevant Facility that the Eurocurrency Eurodollar Rate 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 making or maintaining their affected Loans during such Interest Period; provided, that such Lenders shall have taken similar action, where permitted, under each other comparable credit facility where such Lender is a lender, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower Representative and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (xy) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, Base Rate Loans and (yz) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest PeriodPeriod with respect thereto, to ABR Base Rate Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable Marginunless such notice has been withdrawn. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans under any affected Facility shall be made or continued as such, nor shall the Parent Borrower Borrowers have the right to convert Loans under any such Facility to Dollar Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency LIBOR Base Rate for such Interest Period, or (b) the Administrative Agent or the Required Lenders shall have received notice from reasonably and in good faith determined (which determination shall be conclusive and binding upon the Majority Facility Lenders in respect of the relevant Facility Borrower) that the Eurocurrency LIBOR Base Rate 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) any Lender of making or maintaining their affected Loans during such Interest Period, the Administrative Agent (at its own election or at the direction of the Required Lenders) shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency LIBOR Rate Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Floating Rate Loans, (xy) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency LIBOR Rate Loans shall be continued as ABR Loans, Floating Rate Loans and (yz) any outstanding Dollar Eurocurrency LIBOR Rate Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest PeriodPeriod with respect thereto, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Floating Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative AgentAgent (which the Administrative Agent shall promptly do when the applicable condition no longer exists or when so directed by the Required Lenders), no further Dollar Eurocurrency LIBOR Rate Loans under any affected Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under to LIBOR Rate Loans; provided, however, that the failure of the Administrative Agent to withdraw such notice promptly shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Facility Lender in accordance with the terms of this Agreement. If at any time the Borrower and the Administrative Agent determine in good faith that (i) the circumstances set forth in clause (a) or (b) have arisen and such circumstances are unlikely to Dollar Eurocurrency Loansbe temporary or (ii) the circumstances set forth in clause (a) or (b) have not arisen but the supervisor for the administrator of the LIBOR Base Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Base Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor in good faith to establish an alternate rate of interest to the LIBOR Base Rate that is generally accepted as the then prevailing market convention for determining a rate of interest (including the making of appropriate adjustments to such alternate rate and this Agreement (x) to preserve pricing in effect at the time of selection of such alternate rate and (y) other changes necessary to reflect the available interest periods for such alternate rate) for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable; provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 8.2, 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 Days of the date a copy of such amendment is provided to the Lenders pursuant to Section 3.3(b), a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this paragraph (but, in the case of the circumstances described in clause (ii) of the first sentence of this paragraph, only to the extent the LIBOR Base Rate for such Interest Period is not available or published at such time on a current basis), (x) any request for the conversion of any Loan to, or continuation of any Loan as, a LIBOR Rate Loan shall be ineffective and (y) if any borrowing request requests a LIBOR Rate Loan, such LIBOR Rate Loan shall be made as a Floating Rate Loan.

Inability to Determine Interest Rate. If prior to the first day of any Interest PeriodPeriod for any LIBO Rate Loan: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowerspresumptively correct absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency LIBO Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Eurocurrency date of this Agreement the LIBO Rate 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency LIBO Rate Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (xy) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency LIBO Rate Loans shall be continued as ABR Loans, Base Rate Loans and (yz) any outstanding Dollar Eurocurrency LIBO Rate Loans under the relevant Facility shall be converted, on the last day of the then-current Interest PeriodPeriod with respect thereto, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Base Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative AgentAgent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist), no further Dollar Eurocurrency LIBO Rate Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency LIBO Rate Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Eurodollar Rate 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 making or maintaining their affected Loans during such Interest PeriodPeriod (each of clause (a) and (b), a “Market Disruption Event”), the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (xy) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (z) Loans; provided that, subject to Section 2.18, the Borrower may revoke any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost pending request for a borrowing of, conversion to or continuation of Funds Rate plus the Applicable Marginsuch Eurodollar Loans. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans; provided that during any period in which a Market Disruption Event is in effect, the Borrower may request that the Administrative Agent request the Majority Facility Lenders to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) the Borrower shall not be permitted to submit any such request more than once in any 30-day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or Majority Facility Lenders’ right to Dollar Eurocurrency Loansprovide any additional notices of a Market Disruption Event as provided in this Section 2.14.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period: (a) event that the Administrative Agent or the Required Lenders shall have reasonably determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, that (a) by reason of circumstances affecting the relevant interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for any Interest Period with respect to (i) proposed Loans that Borrower has requested be made as Eurodollar Loans, (ii) any Eurodollar Loans that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the continuation of any Eurodollar Loan as such for an additional Interest Period, or or (b) Dollar deposits in the Administrative Agent shall have received notice from relevant amount and for the Majority Facility relevant period with respect to any such Eurodollar Loan are not generally available to the Lenders in respect of the relevant Facility that the Eurocurrency Rate 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 making or maintaining their affected Loans during such Interest Periodrespective Eurodollar Lending Offices’ interbank eurodollar markets, the Administrative Agent shall forthwith give telecopy or telephonic electronic notice thereof of such determination, confirmed in writing, to the relevant Borrower and the relevant Lenders at least one day prior to, as soon as practicable thereafterthe case may be, the requested Borrowing Date, the conversion date or the last day of such Interest Period. If such notice is given (wi) any Dollar Eurocurrency requested Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Alternate Base Rate Loans, (xii) any ABR Alternate Base Rate Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Alternate Base Rate Loans, and (yiii) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, converted on the last day of the then-then current Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Period applicable thereto into Alternate Base Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans under any affected Facility shall be made or continued as such, nor and no Alternate Base Rate Loans shall the Parent Borrower have the right be converted to convert Loans under any such Facility to Dollar Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowerspresumptively correct absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Eurocurrency date of this Agreement the Eurodollar Rate 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (xy) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest PeriodPeriod with respect thereto, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative AgentAgent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist), no further Dollar Eurocurrency Eurodollar Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) , the Administrative Agent or the Required Lenders (after consultation with the Administrative Agent) shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) in connection with any request for a Eurocurrency Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar 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, (b) adequate and reasonable means do not exist for ascertaining the Eurocurrency Base Rate for such Interest Period, or or (bc) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Base Rate 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 making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall give telecopy or telephonic notice thereof to promptly notify the relevant Borrower and the relevant Lenders thereof as soon as practicable thereafter. If Any such notice is given determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (wx) any Dollar Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (xy) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Dollar Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (ai) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Rate 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wA) in respect of Eurocurrency Loans denominated in Dollars, (x) any Dollar Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (xy) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Dollar Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (zB) in respect of Foreign Currency Loans, (x) any affected Eurocurrency Foreign Currency Loans denominated in an Alternative requested to be made on the first day of such Interest Period shall not be made and (y) any outstanding Foreign Currency Loans shall automatically commence bearing interest at be due and payable on the Cost last day of Funds Rate plus the Applicable Marginthen-current Interest Period. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Loans.

Inability to Determine Interest Rate. If on or prior to the first day of any Interest PeriodPeriod for any Fixed Rate Loan: (a) the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon the Borrowersconclusive) that, that by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Euribor Rate for such Interest Period or the Offshore Rate for one or more Alternative Currencies for such Interest Period, ; or (b) the Administrative Required Lenders determine (which determination shall be conclusive) and notify the Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Euribor Rate determined or to be determined the Offshore Rate for such Interest Period one or more Alternative Currencies will not adequately and fairly reflect the cost to such the Lenders (as conclusively certified by such Lenders) of making funding or maintaining their affected Fixed Rate Loans during for such Interest Period, Period (any currency affected by the Administrative circumstances described in clause (a) or (b) is referred to as an “Affected Currency”); then the Agent shall give telecopy or telephonic notice thereof to the relevant applicable Borrower or Borrowers and the relevant Lenders as soon as practicable thereafter. If such notice is given given, and unless an alternate rate is determined as set forth below, then (wi) any Dollar Eurocurrency such Loans under the relevant Facility in an Affected Currency requested to be made on the first day of such Interest Period shall not be made as ABR Loansmade, (x) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans, (yii) any outstanding Dollar Eurocurrency Loans under the relevant Facility in an Affected Currency shall be converted, due and payable on the last day of the then-current Interest PeriodPeriod with respect thereto, to ABR Loans and (ziii) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable Margin. Until until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Loans under any affected Facility in an Affected Currency shall be made or continued Continued as such. Notwithstanding the foregoing, nor as promptly as practicable but in no event later than three Business Days after the giving of the required notice by the Agent with respect to such circumstances, the Agent (in consultation with the Lenders) shall negotiate with the Parent applicable Borrower have or Borrowers in good faith to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the right maintaining of Loans in the Affected Currency. If a Substitute Rate is agreed upon by the applicable Borrower or Borrowers and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the applicable Borrower or Borrowers and all the Lenders within such time, each Lender’s Loans in the Affected Currency shall thereafter bear interest at a rate equal to convert the sum of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Loans, plus (ii) the Applicable Margin plus (iii) any Mandatory Cost incurred by such Lender in respect of such Loans under any such Facility from time to Dollar Eurocurrency Loanstime.

Inability to Determine Interest Rate. If prior to the first day commencement of any Interest PeriodPeriod for any Eurodollar Loan: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowersabsent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Eurocurrency date of this Agreement the Eurodollar Rate 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy email or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (xy) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest PeriodPeriod with respect thereto, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative AgentAgent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist), no further Dollar Eurocurrency Eurodollar Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Eurodollar Loans. Notwithstanding the foregoing, in the case of a pending request for a Eurodollar Loan as to which the Administrative Agent has made the determination described in clause (a) of the first sentence of this Section, the Administrative Agent, in consultation with the Borrower and the relevant Lenders, may establish an alternative interest rate that reflects the all-in-cost of funds to the Lenders for funding Loans in the applicable currency and amount, and with the same Interest Period as the Eurodollar Loan requested to be made, converted or continued, as the case may be (the “Impacted Loans”), in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (x) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this Section, (y) the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (z) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower and each Foreign Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Rate 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower or any Foreign Borrower, as applicable, and the relevant Lenders as soon as practicable thereafter. If such notice is given given, with respect to any Eurocurrency Loans denominated in Dollars (w) any Dollar such Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (x) any ABR such Eurocurrency Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans, Base Rate Loans and (y) any such outstanding Dollar Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest PeriodPeriod with respect thereto, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Base Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Loans denominated in Dollars under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Loans. If such notice is given with respect to any Eurocurrency Loans denominated in Euros or an Available Foreign Currency, then, during the 30 days following the giving of such notice, the Administrative Agent and the Borrower, or any Foreign Borrower, as applicable, will negotiate in good faith in order to agree on a mutually acceptable substitute basis for calculating the interest payable on the affected Eurocurrency Loans and, (i) if a substitute basis is agreed within that period between the Administrative Agent (with the consent of all the Lenders holding such Eurocurrency Loans), and the Borrower or any Foreign Borrower, as applicable, then it shall apply in accordance with its terms (and may be retrospective to the beginning of the relevant Interest Period) and (i) unless and until a substitute basis is so agreed, the interest payable to such Lenders on the applicable Eurocurrency Loans for the relevant Interest Period will be the rate certified by that Lender to be its cost of funds (from any source which it may reasonably select) plus the Applicable Margin.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Eurodollar Rate 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (w) any Dollar Eurocurrency Borrowing Notice or Eurodollar Notice given by the Borrower may be rescinded by the Borrower and, if not so rescinded, any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (x) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, Base Rate Loans and (y) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest PeriodPeriod with respect thereto, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Base Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) , the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each of the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate with respect to any Eurocurrency Loan (the “Affected Eurocurrency Rate”) or the BA Rate (the “Affected BA Rate”) with respect to any BA Equivalent Loans for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Rate 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower Representative and the relevant Lenders as soon as practicable thereafter. If such notice is given given, (wa) any Dollar Eurocurrency Loans under or BA Equivalent Loans the relevant Facility rate of interest applicable to which is based on the Affected Eurocurrency Rate or the Affected BA Rate, as applicable, requested to be made on the first day of such Interest Period shall be made as ABR LoansLoans in the applicable currency, (xb) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to or continued as Eurocurrency Loans or BA Equivalent Loans the rate of interest applicable to which is based on the Affected Eurocurrency Rate or the Affected BA Rate, as applicable, shall be converted to or continued as ABR LoansLoans in the applicable currency, (yc) as to the Swing Line Lender, as the case may be, such Lender’s cost of funding such Eurocurrency Loans or as reasonably determined by such Lender, plus the Applicable Margin hereunder and (d) any outstanding Dollar Eurocurrency Loans under or BA Equivalent Loans that were to have been converted on the relevant first day of such Interest Period to or continued as Eurocurrency Loans or BA Equivalent Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate or Affected BA Rate and that are not otherwise permitted to be converted to or continued as ABR Loans in the applicable currency by subsection 4.2 shall, upon demand by the Lenders the Commitment Percentage of which aggregate greater than 50.0% of such U.S. Facility shall Revolving Credit Loan or Canadian Facility Revolving Credit Loan, as applicable, be converted, immediately repaid by the applicable Borrower on the last day of the then-then current Interest PeriodPeriod with respect thereto together with accrued interest thereon or otherwise, at the option of the Borrower Representative, shall remain outstanding and bear interest at a rate which reflects, as to ABR Loans and (z) any affected each of the Lenders, such Lender’s cost of funding such Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate or BA Equivalent Loans as reasonably determined by such Lender, plus the Applicable MarginMargin hereunder. If any such repayment occurs on a day which is not the last day of the then current Interest Period with respect to such affected Eurocurrency Loan or BA Equivalent Loan, the applicable Borrower shall pay to each of the Lenders such amounts, if any, as may be required pursuant to subsection 4.12. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Loans under any affected Facility or BA Equivalent Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate or Affected BA Rate shall be made or continued as such, nor shall any of the Parent Borrower Borrowers have the right to convert ABR Loans under any such Facility to Dollar Eurocurrency LoansLoans or BA Equivalent Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate or Affected BA Rate.

Inability to Determine Interest Rate. If prior to the first day of any Interest PeriodPeriod for a LIBOR Loan: (a) the Revolving Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowersRevolving Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency LIBO Rate for such Interest Period, or (b) the Revolving Administrative Agent shall have received notice from the Majority Facility Required Revolving Lenders in respect of the relevant Facility that the Eurocurrency LIBO Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Revolving Lenders (as conclusively certified by such Revolving Lenders) of making or maintaining their affected Revolving Loans during such Interest Period, the Revolving Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Revolving Borrower and the relevant Revolving Lenders as soon as practicable thereafter. If such notice is given given, (wx) any Dollar Eurocurrency LIBOR Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (xy) any ABR Revolving Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency LIBOR Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Dollar Eurocurrency LIBOR Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Revolving Administrative Agent, no further Dollar Eurocurrency LIBOR Loans under any affected Facility shall be made or continued as such, nor shall the Parent Revolving Borrower have the right to convert Revolving Loans under any such Facility to Dollar Eurocurrency LIBOR Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Required Lenders that such Required Lenders have determined in respect of the relevant Facility good faith that the Eurocurrency Eurodollar Rate 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 making or maintaining their affected Term Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency Eurodollar Loans under the relevant Term Loan Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (xy) any ABR Term Loans under the relevant Term Loan Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, Base Rate Loans and (yz) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Term Loan Facility shall be converted, on the last day of the then-then current Interest PeriodPeriod with respect thereto, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Base Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans under any affected the Term Loan Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Term Loans under any such the Term Loan Facility to Dollar Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. If on or prior to the first day date on which the Eurocurrency Rate is determined for any Interest Period in respect of any Interest PeriodEurocurrency Loan in any Currency: (a) the Applicable Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowersabsent manifest error) that, by reason of circumstances affecting the relevant marketmarket generally, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such affected Currency or such affected Interest Period, or (b) on the Business Day prior to the first day of the applicable Interest Period, the Applicable Administrative Agent shall have received notice from the Majority Facility Lenders in respect Banks having Revolving Commitments comprising at least 25% of the relevant Facility Total Revolving Commitments (or, in the case of Loans denominated in an Available Foreign Currency, Banks having at least 25% of the Foreign Currency Revolving Commitments in such Available Foreign Currency) that the Eurocurrency Rate determined or to be determined for such affected Interest Period will not adequately and fairly reflect the cost to such Lenders Banks (as conclusively certified by such LendersBanks) of making or maintaining their affected Committed Rate Loans during such affected Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower Company and the relevant Lenders Banks as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency Loans under the relevant Facility requested to be made in such affected Currency on the first day of such affected Interest Period shall be made as ABR LoansLoans in Dollars in the Dollar Equivalent Amount, (xy) any ABR Committed Rate Loans under the relevant Facility that were to have been converted on the first day of such affected Interest Period from ABR Loans to Eurocurrency Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Dollar Eurocurrency Loans under the relevant Facility in such affected Currency that were to have been continued as such shall be converted, on the last first day of the then-current such Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at Dollars in the Cost of Funds Rate plus the Applicable MarginDollar Equivalent Amount. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Loans under any in such affected Facility Currency shall be made made, converted to or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such Facility to Dollar Eurocurrency Loans.

Inability to Determine Interest Rate. Unavailability of Deposits; Inadequacy of Interest Rate. (a) If prior to 11:00 a.m., London time, two Business Days before the first day of any Interest Period, including an initial Interest Period, for a requested Eurocurrency Borrowing: (ai) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant marketmarket generally, adequate and reasonable means do not exist for ascertaining the LIBO Rate or the PIBO Rate, as the case may be, for the currency in which any Eurocurrency Rate Loan is denominated or the currency specified in the Borrowing Request for such Eurocurrency Borrowing (the "Applicable Currency") for such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of the relevant Facility that the Eurocurrency LIBO Rate or the PIBO Rate, as the case may be, determined or to be determined for such Interest Period for the Applicable Currency will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower Borrowers and the relevant Lenders as soon as practicable thereafterby 12:00 noon, London time, on the same day. If such notice is given under clause (wa)(i) or (a)(ii) above, then (x) no additional Eurocurrency Competitive Loans shall be made in the affected currency until such notice is withdrawn as provided below and (y) any Dollar affected Eurocurrency Revolving Loans under shall not be converted or continued pursuant to Section 2.03 or made pursuant to a Borrowing Request, as the relevant Facility requested case may be, except as follows: (I) If the Borrowers so request, no later than 1:00 p.m., London time, on the same day, the affected Eurocurrency Revolving Loans shall be converted or continued pursuant to Section 2.03 or made pursuant to a Borrowing Request, as the case may be, but with an Interest Period of one month and the amount of interest payable in respect of any such Eurocurrency Revolving Loan shall be determined in accordance with the following provisions of this Section 2.13(a)(I): (A) if the Administrative Agent so requires, within five days of such notification the Administrative Agent and the Borrowers shall enter into negotiations with a view to agreeing on a substitute basis for determining the rate of interest (a "Substitute Interest Rate") which may be applicable to affected Eurocurrency Revolving Loans in the future and any such Substitute Interest Rate that is agreed shall take effect in accordance with its terms and be binding on each party hereto; provided that the Administrative Agent may not agree on any such Substitute 49 Interest Rate without the prior consent of each Required Lender; (B) if no Substitute Interest Rate is agreed pursuant to Section 2.13(a)(I)(A), any such Eurocurrency Revolving Loan converted, continued or made by the Lenders pursuant to Section 2.13(a)(I) shall bear interest during the subsequent Interest Period at the rate per annum determined by the Administrative Agent pursuant to Section 2.09 (a) except that in the place of the LIBO Rate or PIBO Rate, as the case may be, the Administrative Agent shall use the cost to the applicable Lender (as conclusively certified by such Lender to the Administrative Agent with a copy to the Borrowers and expressed as a rate per annum) of funding such Loan from whatever source it shall reasonably select; and (C) if the Administrative Agent has required the Borrower to enter into negotiations pursuant Section 2.13(a)(I)(A), the Administrative Agent may (acting on the instructions of the Required Lenders) declare that no further Eurocurrency Revolving Loans denominated in such currency shall be converted, continued or made unless a Substitute Interest Rate has been agreed by the Borrowers and the Administrative Agent within 30 days of the Administrative Agent having so required negotiations. (II) Alternatively, if the Borrowers so request, no later than 1:00 p.m., London time, two Business Days prior to the first day of the applicable Interest Period, the affected Eurocurrency Revolving Loans shall be made in, or prepaid pursuant to Section 2.05 and reborrowed in, a currency permitted under Section 2.01 other than the Applicable Currency ("Another Currency") in an amount that is the Currency Equivalent of the Applicable Currency amount of the affected Eurocurrency Revolving Loans on the first day of such Interest Period Period. The provisions of clauses (a)(i) and (a)(ii) above shall apply to the proposed Loans in Another Currency (except that the time for notice by the Required Lenders under clause (a)(i) or (a)(ii) shall be made as ABR Loans2:00 p.m., (x) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans, (y) any outstanding Dollar Eurocurrency Loans under the relevant Facility shall be convertedLondon time, on such day and the last day of the then-current Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable Margin. Until such time for notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Loans under any affected Facility Agent to the Borrowers and the Lenders shall be made or continued as 3:00 p.m., London time, on such, nor shall the Parent Borrower have the right to convert Loans under any such Facility to Dollar Eurocurrency Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant London interbank market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of the relevant Facility that the Eurocurrency Rate 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given given, the Borrower may revoke any pending request for a borrowing of Eurocurrency Loans, or pending request for conversion to or continuation of Eurocurrency Loans, or failing that: (wx) any Dollar Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (xy) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans, Base Rate Loans and (yz) any outstanding Dollar Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest PeriodPeriod with respect thereto, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Base Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period:: 44 (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the Eurocurrency Rate Rate, as the case may be, for such Interest Period, or (b) the Administrative Agent shall have has received notice from the Majority Facility Revolving Credit Lenders in respect of or Majority Term Loan Lenders, as the relevant Facility case may be, that the Eurodollar Rate or Eurocurrency Rate Rate, as the case may be, 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 making or maintaining their affected Eurodollar Loans or Multicurrency Loans, as the case may be, during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant U.S. Borrower and the relevant Lenders as soon as practicable thereafter. If Until such notice is given (w) any Dollar time as the Eurodollar Rate or the Eurocurrency Loans under Rate, as the relevant Facility requested to case may be, can be made on determined by the first day Administrative Agent in the manner specified in the definitions of such Interest Period shall terms in subsection 1.1, no further Eurodollar Loans or Multicurrency Loans (with respect to the Available Currency for which the Eurocurrency Rate cannot be made as ABR Loans, (xdetermined only) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loanssuch at the end of the then current Interest Periods or (other than any Eurodollar Loans or Multicurrency Loans previously requested and with respect to which the Eurodollar Rate or Eurocurrency Rate, (yas the case may be, was determined) any outstanding Dollar Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable Margin. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Loans under any affected Facility shall be made or continued as suchmade, nor shall the Parent U.S. Borrower have the right to convert ABR Loans under any such Facility to Dollar Eurocurrency into Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of the relevant Facility that the Eurocurrency Eurodollar Rate 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic written notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafterthereafter but at least two (2) Business Days prior to the first day of such Interest Period. If such notice is given (wx) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (xy) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, Base Rate Loans and (yz) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Base Rate plus the Applicable MarginLoans. Until 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 Dollar Eurocurrency Eurodollar Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day ------------------------------------ of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Rate 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (xy) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans, Base Rate Loans and (yz) any outstanding Dollar Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Base Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Loans.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate or the Eurodollar Base Rate, as applicable, for a Loan for (including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis), for the applicable currency and such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Eurodollar Rate or the Eurodollar Base Rate, as applicable, 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 making or maintaining their affected Loans during such Interest Period, then the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR LoansBase Rate Loans (provided, that the Borrower may rescind such request promptly after receipt of such notice), (xy) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, Base Rate Loans and (yz) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Base Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Eurodollar Loans. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 4.7(a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 4.7(a)(i) have not arisen but either (w) the supervisor for the administrator of the LIBOR Screen Rate has made a public statement that the administrator of the LIBOR Screen Rate is insolvent (and there is no successor administrator that will continue publication of the LIBOR Screen Rate), (x) the administrator of the LIBOR Screen Rate has made a public statement identifying a specific date after which the LIBOR Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBOR Screen Rate), (y) the supervisor for the administrator of the LIBOR Screen Rate has made a public statement identifying a specific date after which the LIBOR Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Screen Rate may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurodollar 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, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 11.1, 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 Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this Section 4.7(b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 4.7(b), only to the extent the LIBOR Screen Rate for the applicable currency and such Interest Period is not available or published at such time on a current basis), (x) any request for the conversion or continuation of any Eurodollar Loans shall be ineffective and (y) any request for a borrowing of Eurodollar Loans denominated in Dollars shall be deemed to be a request for a Base Rate Loan.

Inability to Determine Interest Rate. If prior to the first day ------------------------------------ of any Interest Period: (a) the General Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrowers absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the General Administrative Agent shall have has received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Eurodollar Rate 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 making or maintaining their affected Eurodollar Loans during such Interest Period, the General Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (xy) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, Base Rate Loans and (yz) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last first day of the then-current such Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Base Rate plus the Applicable MarginLoans. Until such notice has been withdrawn time as the Eurodollar Rate can be determined by the General Administrative AgentAgent in the manner specified in the definitions of such terms in subsection 1.1, no further Dollar Eurocurrency Eurodollar Loans under any the affected Facility shall be made or continued as suchsuch at the end of the then current Interest Periods or shall be made, nor shall the Parent relevant Borrower have the right to convert outstanding Loans under such Facility into Eurodollar Loans. The Administrative Agent shall withdraw (i) any such notice pursuant to clause (a) above if the Administrative Agent determines that the relevant circumstances have ceased to exist and (ii) any such notice pursuant to clause (b) above upon receipt of notice from the Majority Facility Lenders in respect of the relevant Facility that the relevant circumstances described in such clause (b) have ceased to Dollar Eurocurrency Loansexist.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) , the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each of the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate with respect to any Eurocurrency Loan (the “Affected Eurocurrency Rate”) for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Rate 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Parent Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wa) any Dollar Eurocurrency Loans under Loans, the relevant Facility rate of interest applicable to which is based on the Affected Eurocurrency Rate requested to be made on the first day of such Interest Period shall be made as ABR LoansLoans (to the extent otherwise permitted by subsection 4.2), (xb) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate shall be converted to or continued as ABR Loans, Loans (yto the extent otherwise permitted by subsection 4.2) and (c) any outstanding Dollar Eurocurrency Loans under that were to have been converted on the relevant first day of such Interest Period to or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate and that are not otherwise permitted to be converted to or continued as ABR Loans by subsection 4.2 shall, upon demand by the applicable Revolving Credit Lenders the Revolving Facility shall Commitment Percentage of which aggregate greater than 50% of such Revolving Credit Loans be converted, immediately repaid by the applicable Borrower on the last day of the then-then current Interest PeriodPeriod with respect thereto together with accrued interest thereon or otherwise, at the option of the Parent Borrower, shall remain outstanding and bear interest at a rate which reflects, as to ABR Loans and (z) any affected each of the Revolving Credit Lenders, such Revolving Credit Lender’s cost of funding such Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate as reasonably determined by such Revolving Credit Lender, plus the Applicable MarginMargin hereunder. If any such repayment occurs on a day which is not the last day of the then current Interest Period with respect to such affected Eurocurrency Loan, the applicable Borrower shall pay to each of the applicable Revolving Credit Lenders such amounts, if any, as may be required pursuant to subsection 4.12. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Loans under any affected Facility the rate of interest applicable to which is based upon the Affected Eurocurrency Rate shall be made or continued as such, nor shall any of the Parent Borrower Borrowers have the right to convert ABR Loans under any such Facility to Dollar Eurocurrency LoansLoans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) , the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate with respect to any Eurocurrency Loan (whether denominated in Dollars or an Alternative Currency) (the “Affected Eurocurrency Rate”) for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Rate 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wa) any Dollar Eurocurrency Loans under denominated in Dollars the relevant Facility rate of interest applicable to which is based on the Affected Eurocurrency Rate requested to be made on the first day of such Interest Period shall be made as ABR Loans, Base Rate Loans and (xb) any ABR outstanding Loans under the relevant Facility denominated in Dollars, as applicable, that were to have been converted on the first day of such Interest Period to or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate shall be converted to or continued as ABR Base Rate Loans, (y) any . Any outstanding Dollar Eurodollar Loans in an Alternative Currency that were to have been continued on the first day of such Interest Period as Eurocurrency Loans under the relevant Facility rate of interest applicable to which is based upon the Affected Eurocurrency Rate shall be converted, immediately repaid by the Borrower on the last day of the then-then current Interest Period, Period with respect thereto together with accrued interest thereon. If any such repayment occurs on a day which is not the last day of the then current Interest Period with respect to ABR Loans and (z) any such affected Eurocurrency Loans denominated in an Alternative Currency Loan, the Borrower shall automatically commence bearing interest at pay to each of the Cost of Funds Rate plus the Applicable MarginRevolving Credit Lenders such amounts, if any, as may be required pursuant to subsection 4.10. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Loans under any affected Facility the rate of interest applicable to which is based upon the Affected Eurocurrency Rate shall be made or continued as such, nor shall the Parent Borrower have the right to convert Base Rate Loans under any such Facility to Dollar Eurocurrency LoansLoans the rate of interest applicable to which is based upon the Affected Eurocurrency Rate.

Inability to Determine Interest Rate. If prior to the first day of any Interest PeriodPeriod for a Eurocurrency Borrowing denominated in any US/UK Committed Currency: (a) the General Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Adjusted LIBO Rate for such US/UK Committed Currency for such Interest Period, or (b) the General Administrative Agent shall have received notice from the Majority Facility Lenders (or, in respect the case of a Eurocurrency Competitive Loan, the relevant Facility Lender that is required to make such Loan) that the Eurocurrency Adjusted LIBO Rate determined or to be determined for such US/UK Committed Currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the General Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and affected Borrower, the relevant Lenders and the Canadian Administrative Agent or Mexican Administrative Agent, if applicable, as soon as practicable thereafter. If such notice is given with respect to Loans denominated or to be denominated in a US/UK Alternative Currency, then (wi) Loans requested to be made on the first day of such Interest Period in such US/UK Alternative Currency shall not be made and (ii) any Dollar outstanding Loans in such US/UK Alternative Currency that were to be continued on the first day of such Interest Period shall be repaid. If such notice is given with respect to Loans denominated or to be denominated in Dollars, then (A) any Eurocurrency Loans under the relevant Facility denominated in Dollars and requested to be made on the first day of such Interest Period shall be made as ABR Loans, (xB) any ABR Loans under the relevant Facility denominated in Dollars that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans, Loans and (yC) any outstanding Dollar Eurocurrency Loans under the relevant Facility denominated in Dollars shall be converted, on the last first day of the then-current such Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency Loans; provided that if the circumstances giving rise to such notice affect only one Type of Borrowing, then the other Types of Borrowing shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable Marginbe permitted. Until such notice has been withdrawn by the General Administrative Agent, no further Dollar Eurocurrency Loans under any affected Facility shall be made or continued as suchsuch in the affected US/UK Committed Currency, nor shall the Parent any Borrower have the right to convert Loans under any such Facility to Dollar Eurocurrency LoansLoans in the affected US/UK Committed Currency.

Inability to Determine Interest Rate. If prior to (i) the first day of any Interest PeriodPeriod or (ii) the determination of the Benchmark LIBOR Rate (as defined in Section 2.4(d)) on any day: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, the Tranche B-1 Eurodollar Rate for such Interest Period or the Benchmark LIBOR Rate for such day, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Eurodollar Rate or Tranche B-1 Eurodollar Rate 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 making or maintaining their affected Loans during such Interest PeriodPeriod or their Tranche B-1 Credit Linked Deposit for such day, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (w) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (x) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, (y) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (z) the Tranche B-1 Credit Linked Deposits shall be invested so as to earn a return and the term "Eurodollar Rate" as used with respect to any affected Eurocurrency Loans denominated Tranche B-1 Loan or the determination of Tranche B-1 Eurodollar Rate shall, in an Alternative Currency shall automatically commence bearing interest at each case, be equal to the Cost greater of the Federal Funds Effective Rate plus and a rate determined by the Applicable MarginAdministrative Agent in accordance with banking industry rules on interbank compensation. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate or EURIBOR Rate, as applicable, for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of the relevant Facility that the Eurocurrency Eurodollar Rate or EURIBOR Rate, as applicable, 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower Borrowers and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, Loans (xy) any ABR EURIBOR Loans under the relevant Facility that were requested to have been converted be made on the first day of such Interest Period shall not be made and (z) any Loans that, on the first day of such Interest Period, were to Eurocurrency have been converted to or continued as Eurodollar Loans shall be continued as or converted to ABR Loans, (y) any outstanding Dollar Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable Margin. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans under any affected Facility or EURIBOR Loans, as applicable, shall be made or continued as such, nor shall the Parent any Borrower have the right to convert ABR Loans under to Eurodollar Loans or EURIBOR Loans. In the event that the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Applicable Index Rate for any Interest Period with respect to a proposed Index Rate Competitive Loans to be made pursuant to an Index Rate Competitive Loan Request, the Administrative Agent shall forthwith give notice of such determination to the relevant Borrower and the Competitive Loan Lender at least two Business Days prior to the proposed borrowing date, and such Index Rate Competitive Loan shall not be made on such date. Until any such Facility to Dollar Eurocurrency Loansnotice has been withdrawn by the Administrative Agent, no further Index Rate Competitive Loan Requests shall be submitted by any Borrower.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (b) the Administrative Agent shall have received written notice from the Majority Facility Required Lenders in respect of the relevant Facility that the Eurocurrency Base Rate determined or to be determined for such Interest Period with respect to a Eurocurrency Loan will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy facsimile or telephonic notice thereof to the relevant Parent Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (w) any Dollar Eurocurrency Loans under the relevant Facility in Dollars requested to be made on the first day of such Interest Period shall be made as ABR LoansLoans and any Eurocurrency Loans in an Optional Currency so requested to be made shall not be made, (x) any ABR Loans under the relevant Facility in Dollars that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans, (y) any outstanding Dollar Eurocurrency Loans under the relevant Facility in Dollars shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (z) any affected outstanding Eurocurrency Loans denominated in an Alternative Optional Currency shall automatically commence bearing interest at be prepaid on the Cost last day of Funds Rate plus the Applicable Marginthen-current Interest Period. The Administrative Agent shall withdraw such notice as soon as adequate and reasonable means exist for ascertaining the Eurocurrency Rate. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Loans under any affected Facility shall be made or continued as such, nor shall the Parent Borrower Borrowers have the right to convert Loans under any such Facility to Dollar Eurocurrency Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) , the U.S. Administrative Agent shall have determined (which determination shall be conclusive and binding upon each of the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate with respect to any Eurocurrency Loan (the “Affected Rate”) for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Rate 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 making or maintaining their affected Loans during such Interest Period, the U.S. Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Parent Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wa) any Dollar Eurocurrency Loans under the relevant Facility rate of interest applicable to which is based on the Affected Rate requested to be made on the first day of such Interest Period shall be made as ABR Loans, (xb) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Rate shall be converted to or continued as ABR Loans, Loans and (yc) any outstanding Dollar Eurocurrency Loans under that were to have been converted on the relevant Facility shall first day of such Interest Period to or continued as Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Rate and that are not otherwise permitted to be convertedconverted to or continued as ABR Loans by subsection 4.2 shall, upon demand by the applicable Lenders the Commitment Percentage of which aggregate greater than 50% of such Loans, be immediately repaid by the applicable Borrower on the last day of the then-then current Interest PeriodPeriod with respect thereto together with accrued interest thereon or otherwise, at the option of the Parent Borrower, shall remain outstanding and bear interest at a rate which reflects, as to ABR Loans and (z) any affected each of the RCF Lenders, such RCF Lender’s cost of funding such Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate as reasonably determined by such Lender, plus the Applicable MarginMargin hereunder. If any such repayment occurs on a day which is not the last day of the then current Interest Period with respect to Eurocurrency Loans the rate of interest applicable to which is based on the Affected Rate, the applicable Borrower shall pay to each of the applicable Lenders such amounts, if any, as may be required pursuant to subsection 4.12. Until such notice has been withdrawn by the U.S. Administrative Agent, no further Dollar Eurocurrency Loans under any affected Facility the rate of interest applicable to which is based upon the Affected Rate shall be made or continued as such, nor shall any of the Parent Borrower Borrowers have the right to convert ABR Loans under any such Facility to Dollar Eurocurrency LoansLoans the rate of interest applicable to which is based upon the Affected Rate.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative applicable Agent shall have determined (which determination determination, absent manifest error, shall be conclusive and binding upon the Borrowersapplicable Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (b) the Administrative applicable Agent shall have received notice from the Majority Facility Lenders in respect holders of a majority of the relevant Facility Loans subject to such Interest Period that the Eurocurrency Rate 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 making or maintaining their affected Loans during such Interest Period, by an amount which such Lenders deem material, the Administrative applicable Agent shall give telecopy or telephonic notice thereof to the relevant applicable Borrower and the relevant applicable Lenders as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (xy) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be converted to or continued as ABR Loans, Base Rate Loans and (yz) any outstanding Dollar Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-current Interest PeriodPeriods therefor, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Base Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative Agentapplicable Agent (which the applicable Agent agrees to do when the circumstances that prompted the delivery of such notice no longer exist), no further Dollar Eurocurrency Loans under any affected Facility shall be made or continued as such, nor shall the Parent applicable Borrower have the right to convert Loans under any such Facility to Dollar Eurocurrency Loans. Notwithstanding the foregoing, until such notice has been withdrawn by the applicable Agent (which the applicable Agent agrees to do when the circumstances that prompted the delivery of such notice no longer exist), if a Base Rate is not available to the applicable Borrower, any Loans or Obligations or other amounts due hereunder not subject to an Interest Period determined prior to such notice shall bear interest at a rate determined from time to time by the applicable Agent to be its cost of maintaining its share of such Loans, specified Obligations or other amounts plus the Applicable Margin and any applicable overdue percentage pursuant to Section 9.1(c).

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate in accordance with the terms hereof for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Eurodollar Rate 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower Borrowers and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (xy) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, Base Rate Loans and (yz) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest PeriodPeriod with respect thereto, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Base Rate plus the Applicable MarginLoans. Until 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 Dollar Eurocurrency Eurodollar Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower Borrowers have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day ------------------------------------ of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower, absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate in accordance with the terms thereof for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Eurodollar Rate 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (xy) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, Base Rate Loans and (yz) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last first day of the then-current such Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Base Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans. The Administrative Agent shall withdraw (i) any such notice pursuant to clause (a) above if the Administrative Agent determines that the relevant circumstances have ceased to exist and (ii) any such notice pursuant to clause (b) above upon receipt of notice from the Majority Facility Lenders in respect of the relevant Facility that the relevant circumstances described in such clause (b) have ceased to Dollar Eurocurrency Loansexist.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (ai) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Rate 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Parent Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wA) in respect of Eurocurrency Loans denominated in Dollars, (x) any Dollar Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (xy) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Dollar Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (zB) in respect of Foreign Currency Loans, (x) any affected Eurocurrency Foreign Currency Loans denominated in an Alternative requested to be made on the first day of such Interest Period shall not be made and (y) any outstanding Foreign Currency Loans shall automatically commence bearing interest at be due and payable on the Cost last day of Funds Rate plus the Applicable Marginthen-current Interest Period. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower Borrowers have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) , the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar 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, (b) adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or or (bc) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Eurodollar Rate 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 making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall give telecopy or telephonic notice thereof to promptly notify the relevant Borrower Borrowers and the relevant Lenders thereof as soon as practicable thereafter. If Any such notice is given determination shall (wi) specify the basis for such determination, (ii) in the absence of manifest error, be conclusive and binding for all purposes, and (iii) be applicable to other borrowers to whom Administrative Agent has extended credit similar to the credit extended hereunder. Thereafter, (x) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (xy) any ABR Loans under the relevant Revolving Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Revolving Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower Borrowers have the right to convert Loans under any such the Revolving Facility to Dollar Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest PeriodPeriod with respect to any Loan: (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Adjusted LIBO Rate for such Interest Period, ; or (bii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of that the relevant Facility that the Eurocurrency Adjusted LIBO Rate determined or to be determined for such Interest Period Period, as applicable, will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Eurocurrency Loans during such Interest Period, ; then the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. . (b) If such notice is given with respect to the Adjusted LIBO Rate, (wx) any Dollar such Eurocurrency Loans under the relevant Facility Loan requested to be made on the first day of such Interest Period shall be made as ABR Loansa Base Rate Loan, (x) any ABR Base Rate Loans under the relevant Facility that were to have been converted Converted on the first day of such Interest Period to Eurocurrency Loans shall be continued continue as ABR Base Rate Loans, (y) any outstanding Dollar Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable Margin. Until such notice has been withdrawn revoked by the Administrative Agent, no further Dollar Eurocurrency Loans under any affected Facility shall be made or continued Continued as such, nor shall the Parent Borrower have the right to convert Convert Loans under into such Type. Table of Contents (c) The Administrative Agent shall promptly revoke (i) any such Facility notice pursuant to Dollar Eurocurrency Loansclause (a)(i) above if the Administrative Agent determines that adequate and reasonable means exist for ascertaining the Adjusted LIBO Rate for the applicable Interest Period and (ii) any such notice pursuant to clause (a)(ii) above upon receipt of notice from the Required Lenders that the relevant circumstances described in such clause (a)(ii) have ceased to exist.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency LIBOR Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency LIBOR Rate 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 making or maintaining their affected Loans during such Interest Period, the The Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency LIBOR Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (xy) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency LIBOR Loans shall be continued as ABR Loans, Base Rate Loans and (yz) any outstanding Dollar Eurocurrency LIBOR Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Base Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency LIBOR Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency LIBOR Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) If, in connection with any request for a Eurodollar Loan or Daily Floating Eurodollar Rate Loan or a conversion to or continuation thereof, (i) the Administrative Agent shall have determined determines that (which determination shall be conclusive A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and binding upon Interest Period of such Eurodollar Loan or Dollar deposits are not being offered to banks in the BorrowersLondon interbank eurodollar market for the applicable amount of such Daily Floating Eurodollar Rate Loan, or (B) that, by reason of circumstances affecting the relevant market, (x) adequate and reasonable means do not exist for ascertaining determining the Eurocurrency Eurodollar Rate for such any requested Interest PeriodPeriod with respect to a proposed Eurodollar Loan or for determining the Daily Floating Eurodollar Rate for any proposed Daily Floating Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 2.13(c)(i) do not apply (in each case with respect to this clause (i), or “Impacted Loans”), or (bii) the Administrative Agent shall have received notice from or the Majority Facility Required Lenders in respect of determine that for any reason (A) the relevant Facility that the Eurocurrency Eurodollar Rate determined or to be determined for such any requested Interest Period will with respect to a proposed Eurodollar Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Loan or (B) the Daily Floating Eurodollar Rate with respect to a proposed Daily Floating Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Daily Floating Eurodollar Rate Loan, in each case, 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 or Daily Floating Eurodollar Rate Loans shall be suspended, (to the extent of the affected Eurodollar Loans or Interest Periods or the affected Daily Floating Eurodollar Rate Loans), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of Section 2.13(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Eurodollar Loans or Daily Floating Eurodollar Rate Loans (to the extent of the affected Eurodollar Loans or Interest Periods or the affected Daily Floating Eurodollar Rate Loans) or, failing that, will be deemed to have converted such request into a request for a borrowing of Base Rate Loans in the amount specified therein (b) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (i) of Section 2.13(a), the Administrative Agent, CHAR1\1740645v10 in consultation with the Borrower and Required Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (i) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (i) of the first sentence of Section 2.13(a), (ii) 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 (iii) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof. (c) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as conclusively certified applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period (with respect to a proposed Eurodollar Loan) or for determining the Daily Floating Eurodollar Rate (for any proposed Daily Floating Eurodollar Rate Loan), including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section 2.13, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such Lendersnotice, as applicable, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing LIBOR in accordance with this Section 2.13 with (x) one or more SOFR-Based Rates or (y) another alternate benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative CHAR1\1740645v10 benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated (the “Adjustment;” and any such proposed rate, a “LIBOR Successor Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders (A) in the case of making an amendment to replace LIBOR with a rate described in clause (x), object to the Adjustment; or maintaining their (B) in the case of an amendment to replace LIBOR with a rate described in clause (y), object to such amendment; provided that for the avoidance of doubt, in the case of clause (A), the Required Lenders shall not be entitled to object to any SOFR-Based Rate contained in any such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), 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 shall be suspended, (to the extent of the affected Eurodollar Loans during or Interest Periods) and the obligation of the Lenders to make or maintain Daily Floating Eurodollar Rate Loans shall be suspended, (to the extent of the affected Daily Floating Eurodollar Rate Loans), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Eurodollar Loans (to the extent of the affected Eurodollar Loans or Interest PeriodPeriods) or Daily Floating Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement. In connection with the implementation of a LIBOR Successor Rate, the Administrative Agent will have the right to make LIBOR Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any CHAR1\1740645v10 other party to this Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall give telecopy or telephonic notice thereof post each such amendment implementing such LIBOR Successor Rate Conforming Changes to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If reasonably promptly after such notice is given (w) any Dollar Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (x) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans, (y) any outstanding Dollar Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable Margin. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Loans under any affected Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such Facility to Dollar Eurocurrency Loansamendment becomes effective.

Inability to Determine Interest Rate. If If, prior to the first day of any Interest Period: (a) , the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each of the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Adjusted LIBOR Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in with respect of the relevant Facility that the Eurocurrency Rate determined or to be determined any Eurodollar Loan for such Interest Period will not adequately and fairly reflect (the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period“Affected Eurodollar Rate”), the Administrative Agent shall give telecopy facsimile or telephonic notice thereof to the relevant Borrower Representative and the relevant Lenders as soon as practicable thereafter. If such notice is given (wa) any Dollar Eurocurrency Eurodollar Loans under to be made in Dollars the relevant Facility rate of interest applicable to which is based on the Affected Eurodollar Rate requested to be made on the first day of such Interest Period shall be made as ABR Loans, (xb) any Eurodollar Loans to be made in Euro or a Designated Currency other than Dollars the rate of interest applicable to which is based on the Affected Eurodollar Rate requested to be made on the first day of such Interest Period shall not be required to be made hereunder in Euro and, upon receipt of such notice, the Borrower Representative may at its option revoke the pending request for such Eurodollar Rate Loans or convert such request into a request for ABR Loans under the relevant Facility to be made in Dollars, (c) any Loans that were to have been converted on the first day of such Interest Period to Eurocurrency or continued as Eurodollar Loans in Dollars the rate of interest applicable to which is based upon the Affected Eurodollar Rate shall be converted to or continued as ABR Loans, (y) any outstanding Dollar Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (zd) any affected Eurocurrency Eurodollar Loans denominated in an Alternative Currency Euro that were to have been continued as Eurodollar Loans the rate of interest applicable to which is based upon the Affected Eurodollar Rate shall automatically commence bearing (at the option of the Borrower Representative) remain outstanding, and shall bear interest at an alternate rate which reflects, as to each Lender, such Lender’s cost of funding such Eurodollar Loans, as reasonably determined by the Cost of Funds Rate Administrative Agent, plus the Applicable MarginMargin hereunder. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans under any affected Facility the rate of interest applicable to which is based upon the Affected Eurodollar Rate shall be made or continued as such, nor shall the Parent Borrower Representative have the right to convert ABR Loans under any such Facility to Dollar Eurocurrency Eurodollar Loans, the rate of interest applicable to which is based upon the Affected Eurodollar Rate.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (ai) the Administrative Agent Agent, or with respect to Canadian Revolving Credit Loans, the Canadian Agent, shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower and CERI) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (bii) the Administrative Agent Agent, or with respect to Canadian Revolving Credit Loans, the Canadian Agent, shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Eurodollar Rate 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent or the Canadian Agent, as applicable, shall give telecopy or telephonic notice thereof to the relevant Borrower or CERI, as applicable, and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (xy) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, Base Rate Loans and (yz) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest PeriodPeriod with respect thereto, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Base Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative Agent or the Canadian Agent, as applicable, no further Dollar Eurocurrency Eurodollar Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower or CERI have the right to convert Loans under the relevant Facility to Eurodollar Loans. (b) any Canadian Revolving Credit Lender determines in good faith, which determination shall be final, conclusive and binding upon CERI, and notifies CERI that, by reason of circumstances affecting the money market there is no market for Bankers' Acceptances or the demand for Bankers' Acceptances is insufficient to allow the sale or trading of the Bankers' Acceptances created hereunder, then: (i) the right of CERI to request a Canadian Revolving Credit Loan by means of Bankers' Acceptances shall be suspended until such Canadian Revolving Credit Lender determines that the circumstances causing such suspension no longer exist and such Canadian Revolving Credit Lender so notifies CERI; and (ii) any notice for the issuance of a Bankers' Acceptance which is outstanding shall be cancelled and the request for such issuance shall be deemed to be a request for a Canadian Prime Rate Loan in the face amount of the requested Bankers' Acceptance; such Canadian Revolving Credit Lender shall promptly notify CERI of the suspension of CERI's right to request a Canadian Revolving Credit Loan by way of a Bankers' Acceptance and of the termination of any such Facility to Dollar Eurocurrency Loanssuspension.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period: (a) event that the Administrative Agent Reference Lenders shall have reasonably determined (which determination shall be conclusive and binding upon the BorrowersBorrower and the Regular Subsidiary Borrowers absent manifest error) that, that by reason of circumstances affecting the relevant interbank eurocurrency market, adequate and reasonable means do not exist for ascertaining the Eurocurrency LIBOR Rate applicable pursuant to subsection 2.11(a) for such any Interest Period, or (b) Period if at the time that the Administrative Agent shall have received notice seek to determine the Reference Bank Rate less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the LIBOR Base Rate for such LIBOR Loan, in each case, with respect to (a) a proposed Loan that has been requested be made as a LIBOR Loan, (b) a LIBOR Loan that will result from the Majority Facility Lenders in respect requested conversion of an ABR Loan into a LIBOR Loan or (c) the continuation of LIBOR Loans beyond the expiration of the relevant Facility that the Eurocurrency Rate determined or to be determined for such then current Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Periodwith respect thereto, the Administrative Agent shall forthwith give telecopy or telephonic notice thereof of such determination, confirmed in writing, to the relevant Borrower and the relevant Lenders at least one Business Day prior to, as soon as practicable thereafterthe case may be, the requested Borrowing Date for such LIBOR Loan, the conversion date of such ABR Loan or the last day of such Interest Period. If such notice is given (wi) any Dollar Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period LIBOR Loan in Dollars shall be made as an ABR LoansLoan, (xii) any ABR Loans under the relevant Facility Loan that were was to have been converted on the first day of such Interest Period to Eurocurrency Loans a LIBOR Loan shall be continued as an ABR LoansLoan, (yiii) any outstanding Dollar Eurocurrency Loans under the relevant Facility LIBOR Loan in Dollars shall be converted, on the last day of the then-then current Interest PeriodPeriod with respect thereto, to an ABR Loans Loan and (ziv) the LIBOR Rate for such Interest Period for any affected Eurocurrency LIBOR Loans denominated in an Alternative any Optional Currency shall automatically commence bearing bear interest for such Interest Period at a rate determined by the Cost of Funds Rate plus Administrative Agent in its sole discretion after consultation with the Applicable MarginBorrower and consented to in writing by the Required Lenders (the “Alternative Rate”), provided, however, that until such time as the aforesaid rate shall be determined and so consented to by the Required Lenders, Borrowings shall not be available in such Optional Currency. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency LIBOR Loans under any affected Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such Facility an ABR Loan to Dollar Eurocurrency Loansa LIBOR Loan. Such notice shall be withdrawn by the Administrative Agent when the Administrative Agent shall reasonably determine that adequate and reasonable means exist for ascertaining the LIBOR Rate.

Inability to Determine Interest Rate. If on or prior to the first day date on which the Eurocurrency Rate is determined for any Interest Period in respect of any Interest PeriodEurocurrency Loan in any Currency: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowersabsent manifest error) that, by reason of circumstances affecting the relevant marketmarket generally, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such affected Currency or such affected Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect Banks having Commitments comprising at least 25% of the relevant Facility aggregate amount of the Commitments (or, in the case of Loans denominated in an Available Foreign Currency, Banks having at least 25% of the Foreign Currency Commitments in such Available Foreign Currency) that the Eurocurrency Rate determined or to be determined for such affected Interest Period will not adequately and fairly reflect the cost to such Lenders Banks (as conclusively certified by such LendersBanks) of making or maintaining their affected Term Loans or Committed Rate Loans during such affected Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower Company and the relevant Lenders Banks as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency Loans under the relevant Facility requested to be made in such affected Currency on the first day of such affected Interest Period shall be made as ABR LoansLoans in Dollars in the Dollar Equivalent Amount, (xy) any ABR Term Loans under the relevant Facility or Committed Rate Loans that were to have been converted on the first day of such affected Interest Period from ABR Loans to Eurocurrency Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Dollar Eurocurrency Loans under the relevant Facility in such affected Currency that were to have been continued as such shall be converted, on the last first day of the then-current such Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at Dollars in the Cost of Funds Rate plus the Applicable MarginDollar Equivalent Amount. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Loans under any in such affected Facility Currency shall be made made, converted to or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such Facility to Dollar Eurocurrency Loans.

Inability to Determine Interest Rate. If prior to the first day 3. If, in connection with any request for a Eurocurrency Loan of any Interest Period: Class or a conversion to or continuation thereof, (ai) the Administrative Agent shall have determined determines (which determination shall be conclusive absent manifest error) that (A) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable interbank market for such currency for the applicable amount and binding upon the BorrowersInterest Period of such Eurocurrency Loan, or (B) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Loan (whether in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan, provided that no Benchmark Transition Event shall have occurred at such Interest Periodtime, or or (bii) the Administrative Agent shall have received notice from determines (or is advised by the Majority Facility Required Class Lenders in respect of the relevant Facility applicable Class) that for any reason the Eurocurrency Rate determined or to be determined for such any requested Interest Period will with respect to a proposed Eurocurrency Loan does not adequately and fairly reflect the cost to such Lenders (as conclusively certified by of funding such Lenders) of making or maintaining their affected Loans during such Interest PeriodEurocurrency Loan, then the Administrative Agent shall give telecopy or telephonic notice thereof to will promptly so notify the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (w) any Dollar Eurocurrency Loans under the relevant Facility requested to be made on the first day each Lender of such Interest Period shall be made as ABR LoansClass. Thereafter, (x) any ABR the obligation of the Lenders of such Class to make or maintain Eurocurrency Loans under in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Loans or Interest Periods) and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate or the Canadian Prime Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate or the Canadian Prime Rate, as the case may be, shall be suspended, in each case until the Administrative Agent revokes such notice. Upon receipt of such notice, the relevant Facility that were Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Eurocurrency Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Loans or Interest Periods) or, failing that, will be deemed to have been converted on the first day of such Interest Period request with respect to Eurocurrency Loans made or to be made to (A) the US Borrower or the Canadian Borrower and denominated in Dollars, into a request for Base Rate Loans in the amount specified therein; (B) the Canadian Borrower and denominated in Canadian Dollars, into a request for Canadian Prime Rate Loans in the amount specified therein; and (C) any Borrower and denominated in Euros or Sterling or to the UK Borrower and denominated in Dollars, into a request for Loans bearing interest at such rate as the applicable Lenders and the applicable Borrower may agree (or, in the absence of such agreement, shall be continued repaid as ABR Loans, (y) any outstanding Dollar Eurocurrency Loans under the relevant Facility shall be converted, on of the last day of the then-current Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable Margin. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Loans under any affected Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such Facility to Dollar Eurocurrency LoansPeriod applicable thereto).

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: Agent determines that (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason quotations of circumstances affecting interest rates for the relevant marketdeposits are not being provided in the relevant amounts or for the relevant maturities for purposes of determining the interest rate on a Eurodollar Advance as provided in this Agreement, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Rate determined or interest rates applicable to be determined for such Interest Period will a Eurodollar Advance do not adequately and fairly reflect accurately cover the cost to such Lenders (as conclusively certified by such Lenders) the Bank of making making, funding or maintaining their affected Loans during Eurodollar Advances, then the Agent shall, at the Agent's option, give notice of such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof circumstances to the relevant Borrower and Borrower, whereupon (i) the relevant obligation of the Lenders as soon as practicable thereafter. If such notice is given (w) any Dollar Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period make Eurodollar Advances shall be made as ABR Loanssuspended until the Agent notifies the Borrower that the circumstances giving rise to the suspension no longer exist, and (xii) any ABR Loans under the relevant Facility that were to have been converted on Borrower shall repay in full the first day then outstanding principal amount of such Interest Period to Eurocurrency Loans shall be continued as ABR Loanseach Eurodollar Rate Advance, (y) any outstanding Dollar Eurocurrency Loans under the relevant Facility shall be convertedtogether with accrued interest, on the last day of the then-then current Interest PeriodPeriod applicable to the Eurodollar Advance, provided, however, that, subject to ABR Loans the terms and (z) conditions of this Agreement and the other Loan Documents, the Borrower shall be entitled to simultaneously replace the entire outstanding balance of any affected Eurocurrency Loans denominated Eurodollar Advance repaid in accordance with this section with an Alternative Currency shall automatically commence Advance bearing interest at the Cost of Funds CB Floating Rate plus minus the Applicable MarginRate for CB Floating Rate Advances in the same amount. Until such notice has been withdrawn by If the Administrative AgentAgent determines on any day that quotations of interest rates for the relevant deposits referred to in the definition of Adjusted One Month Eurodollar Rate are not being provided for purposes of determining the interest rate on any CB Floating Rate Advance on any day, no further Dollar Eurocurrency Loans under any affected Facility then each CB Floating Rate Advance shall be made or continued as such, nor shall bear interest at the Parent Borrower have Prime Rate minus the right Applicable Rate for CB Floating Rate Advances until the Agent determines that quotations of interest rates for the relevant deposits referred to convert Loans under any such Facility to Dollar Eurocurrency Loansin the definition of Adjusted One Month Eurodollar Rate are being provided.

Inability to Determine Interest Rate. (a) If prior in connection with any request for a Eurodollar Loan or a Daily Floating Rate Loan or a conversion to the first day of any Interest Periodor continuation thereof: (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, that (A) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining (x) the Eurocurrency Eurodollar Rate for such the applicable Interest PeriodPeriod or (y) the Daily Floating Rate and (B) the circumstances described in Section 2.16(b)(i) do not apply, or (bii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that (A) the Eurocurrency Eurodollar Rate 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 making or maintaining their affected Loans during such Interest Period, Period or (B) the Daily Floating Rate will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans; the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower Parent and the relevant Lenders as soon as practicable thereafter. If such notice is given (w1) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (x2) any Daily Floating Rate Loans under the relevant Facility requested to be made on such date shall be made as ABR Loans, (3) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, (y4) any Loans under the relevant Facility that were to have been converted on such date to Daily Floating Rate Loans shall be continued as ABR Loans, (5) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (z6) any affected Eurocurrency outstanding Daily Floating Rate Loans denominated under the relevant Facility shall be converted, on such date, to ABR Loans (in an Alternative Currency each case in clauses (1), (2), (3), (4), (5) and (6), whose rate shall automatically commence bearing interest at be determined without the Cost utilization of Funds the Eurodollar Base Rate plus component in determining the Applicable MarginABR Rate). Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans or Daily Floating Rate Loans, as applicable, under any affected the relevant Facility shall be made or continued as such, nor shall the Parent any Borrower have the right to convert Loans under any such the relevant Facility to Eurodollar Loans or Daily Floating Rate Loans, as applicable. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (i) of this Section 2.16(a) and the Borrowers shall so request, the Administrative Agent, the affected Lenders and the Borrowers shall negotiate in good faith to amend the definition of “Eurodollar Base Rate” and/or “Daily Floating Rate” and other applicable provisions to preserve the original intent thereof in light of such change; provided that, until so amended, such affected Loans will be handled as otherwise provided pursuant to the terms of this Section. (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrowers or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrowers) that the Borrowers or Required Lenders (as applicable) have determined, that:: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (i) (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), oron March 5, 2021 the Financial Conduct Authority (“FCA ”), the regulatory supervisor of LIBOR’s administrator (“IBA ”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-week, 1-month, 2-month, 3-month, 6 - month and 12- month Dollar Eurocurrency LoansLIBOR tenor settings. On the earliest of (A) the date that all Available Tenors of Dollar LIBOR have permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative, (B) June 30, 2023 and (C) the Early Opt-in Effective Date in respect of a SOFR Early Opt-in, if the then-current Benchmark is LIBOR, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or any other Loan Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, orPeriod with respect to a Eurocurrency Loan or in connection with an existing or proposed ABR Loan, (b) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of or Required Multicurrency Lenders, as the relevant Facility case may be, that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such the relevant Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, or (c) the Administrative Agent determines (which determination shall be conclusive and binding upon the Borrowers) that deposits in the applicable currency are not generally available, or cannot be obtained by the relevant Lenders, in the applicable market (any Foreign Currency affected by the circumstances described in clause (a), (b) or (c) is referred to as an “Affected Foreign Currency”), the Administrative Agent shall give telecopy facsimile or telephonic notice thereof to the relevant Borrower Borrowers and the relevant Lenders as soon as practicable thereafter. If such notice is given (wy) pursuant to clause (a) or (b) of this Section 2.22 in respect of Eurocurrency Loans denominated in Dollars, then (i) any Dollar Eurocurrency Loans under the relevant Facility denominated in Dollars requested to be made on the first day of such Interest Period shall be made as ABR Loans, (xii) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans denominated in Dollars shall be continued as ABR Loans, Loans and (yiii) any outstanding Dollar Eurocurrency Loans under the relevant Facility denominated in Dollars shall be converted, on the last day of the then-then- current Interest Period, to ABR Loans and (z) in respect of any affected Eurocurrency Multicurrency Loans, then (i) any Multicurrency Loans denominated in an Alternative Affected Foreign Currency requested to be made on the first day of such Interest Period shall not be made and (ii) any outstanding Multicurrency Loans in an Affected Foreign Currency shall automatically commence bearing interest at be due and payable on the Cost first day of Funds such Interest Period. In the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate plus component of the Applicable MarginABR, the utilization of the Eurocurrency Rate component in determining the ABR shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders or the Required Multicurrency Lenders, as the case may be) revokes such notice. Until such relevant notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Loans under any affected Facility denominated in Dollars or Multicurrency Loans in an Affected Foreign Currency shall be made or continued as such, nor shall the Parent Borrower have the right to convert ABR Loans under any such Facility to Dollar Eurocurrency LoansLoans denominated in Dollars.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Eurodollar Rate 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (xy) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, Base Rate Loans and (yz) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest PeriodPeriod with respect thereto, to ABR Loans Base Rate Loans. If adequate and reasonable means do exist for ascertaining the Eurodollar Rate for a future Interest Period and the Eurodollar Rate determined or to be determined for such Interest Period will adequately and fairly reflect the cost to such Lenders (zas conclusively determined by such Lenders) any affected Eurocurrency Loans denominated in an Alternative Currency then such Lenders shall automatically commence bearing interest at promptly direct the Cost of Funds Rate plus the Applicable MarginAdministrative Agent to withdraw such notice. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowersabsent manifest error) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Base Rate or the Eurodollar Rate, as applicable, for a Loan for such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Eurodollar Base Rate determined or to be determined the Eurodollar Rate, as applicable, for a Loan for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy facsimile or telephonic e-mail notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (xy) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative AgentAgent (which notification shall be made promptly after the Administrative Agent obtains knowledge of the cessation of the circumstances referenced in clause (i) or receives notice from the Majority Facility Lenders in respect of the relevant Facility of the cessation of the circumstances referenced in clause (ii) above), no further Dollar Eurocurrency Eurodollar Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of the relevant Second Lien Term Facility that the Eurocurrency Eurodollar Rate 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 making or maintaining their affected Eurodollar Loans during such Interest Period, then the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency Eurodollar Loans under the relevant Second Lien Term Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (xy) any ABR Term Loans under the relevant Second Lien Term Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Second Lien Term Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans under any affected the Second Lien Term Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Term Loans under any such the Second Lien Term Facility to Dollar Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. (a) If at the time that the Administrative Agent shall seek to determine the LIBOR Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Loan the LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Loan for any reason, and the Administrative Agent shall reasonably determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the LIBO Rate for such Interest Period for such Eurocurrency Loan shall be the rate per annum determined by the Administrative Agent to be the rate at which it could borrow funds in Dollars (or, in respect of Revolving Loans or Letters of Credit denominated in an Agreed Currency other than Dollars, such Agreed Currency) for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurocurrency Loan being made, continued or converted and with a term equivalent to such Interest Period would be offered by Deutsche Bank AG London Branch in the London interbank Eurocurrency market; provided that if such rate shall be less than zero, such rate shall be deemed to be zero; provided further that if no such rate is available to the Administrative Agent, (i) if such Loan shall be requested in Dollars, then such Borrowing shall be made as an ABR Loan at the Alternate Base Rate and (ii) if such Loan shall be requested in any Foreign Currency, the LIBO Rate shall be equal to the rate determined by the Administrative Agent in its reasonable discretion after consultation with the Borrower and consented to in writing by the Required Lenders (the “Alternative Rate”); provided, however, that until such time as the Alternative Rate shall be determined and so consented to by the Majority Facility Lenders with respect to the Revolving Facility, Loans shall not be available in such Foreign Currency. (b) If prior to the first day commencement of any Interest PeriodPeriod for a Eurocurrency Borrowing: (ai) the Administrative Agent shall have determined determines (which determination shall be conclusive and binding upon absent manifest error), or the BorrowersRequired Lenders notify the Administrative Agent (with a copy to the Borrower) thatthat the Required Lenders have determined, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurocurrency Adjusted LIBO Rate or the LIBO Rate, as applicable, for such a Loan in the applicable currency or for the applicable Interest Period, ; or (bii) the Administrative Agent shall have received notice from is advised by the Majority Facility Lenders in respect of the relevant Facility any Class that the Eurocurrency Adjusted LIBO Rate determined or to be determined the LIBO Rate, as applicable, for such a Loan in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during included in such Loan for such Interest Period; (c) Notwithstanding anything to the contrary contained herein, if at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Required Lenders notify the Administrative Agent (with a copy to the Borrower) that the Required Lenders have determined, that (i) the circumstances set forth in clause (b)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (b)(i) have not arisen but the supervisor for the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO 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, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a change to the Applicable Margin). Notwithstanding anything to the contrary in Section 11.1, 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 give telecopy or telephonic not have received, within five Business Days of the date notice thereof of such alternate rate of interest being provided to the relevant Borrower and Lenders, a written notice from the relevant Required Lenders as soon as practicable thereafterstating that such Required Lenders object to such amendment. If such notice is given Until an alternate rate of interest shall be determined in accordance with this clause (wc) any Dollar Eurocurrency Loans under (but, in the relevant Facility requested to be made on case of the circumstances described in clause (ii) of the first day sentence of this Section 4.7(c), only to the extent the LIBOR Screen Rate for such Interest Period shall be made as ABR Loansis not available or published at such time on a current basis), (x) any ABR Loans under Committed Loan Notice that requests the relevant Facility that were to have been converted on the first day conversion of such Interest Period to any Loan to, or continuation of any Loan as, a Borrowing of Eurocurrency Loans shall be continued as ABR Loansineffective, (y) if any outstanding Dollar Committed Loan Notice requests a Borrowing in Dollars of Eurocurrency Loans under the relevant Facility Revolving Loans, such Borrowing shall be converted, on the last day made as a Borrowing of the then-current Interest Period, to ABR Revolving Loans and (z) Revolving Loans shall not be available in any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing Foreign Currency; provided that, if such alternate rate of interest at the Cost of Funds Rate plus the Applicable Margin. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Loans under any affected Facility shall be made or continued as suchless than zero, nor such rate shall be deemed to be zero for the Parent Borrower have the right to convert Loans under any such Facility to Dollar Eurocurrency Loanspurposes of this Agreement.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or, (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Eurodollar Rate 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 making or maintaining their affected Loans during such Interest Period, or (c) the Administrative Agent determines (which determination shall be conclusive and binding upon the Borrower and the Subsidiary Borrowers) that deposits in the applicable currency are not generally available, or cannot be obtained by the Lenders, in the applicable market (any Foreign Currency affected by the circumstances described in Section 4.7(a), (b) or (c) is referred to as an “Affected Foreign Currency”), the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wy) pursuant to clause (a) or (b) of this Section 4.7 in respect of Eurodollar Loans denominated in Dollars, then (i) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility denominated in Dollars requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (xii) any ABR Base Rate Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans denominated in Dollars shall be continued as ABR Loans, Base Rate Loans and (yiii) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility denominated in Dollars shall be converted, on the last day of the then-current Interest Period, to ABR Base Rate Loans and (z) in respect of any affected Eurocurrency Foreign Currency Fronting Loans, then (i) any such Foreign Currency Fronting Loans denominated in an Alternative Affected Foreign Currency requested to be made on the first day of such Interest Period shall not be made and (ii) any such outstanding Foreign Currency Fronting Loans in an Affected Foreign Currency shall automatically commence bearing interest at be due and payable on the Cost first day of Funds Rate plus the Applicable Marginsuch Interest Period. Until such relevant notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans under any affected Facility denominated in Dollars or Foreign Currency Fronting Loans in an Affected Foreign Currency shall be made or continued as such, nor shall the Parent Borrower have the right to convert Base Rate Loans under any such Facility to Dollar Eurocurrency LoansEurodollar Loans denominated in Dollars.

Inability to Determine Interest Rate. If (a) IfSubject to clauses (b), (c), (d) and (e) of this Section 2.16, if prior to the first day of any Interest Period: (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower and the Co-Borrower in the absence of manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means (including by means of an Interpolated Rate or Dollar Interpolated Rate) do not exist for ascertaining the Eurodollar Rate or the Eurocurrency Rate, as the case may be, (including because the applicable Screen Rate is not available or published on a current basis) for such Interest Period, ,; or (bii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurodollar Rate or the Eurocurrency Rate Rate, as the case may be, 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) in respect of Eurodollar Loans, (1) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (x2) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, Loans and (y3) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (zy) in respect of Foreign Currency Loans, (1) any affected Eurocurrency Foreign Currency Loans denominated in an Alternative requested to be made on the first day of such Interest Period shall not be made and (2) any outstanding Foreign Currency Loans shall automatically commence bearing interest at be due and payable on the Cost last day of Funds Rate plus the Applicable Marginthen-current Interest Period. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans under any affected the relevant Facility or Foreign Currency Loans, as the case may be, shall be made or continued as such, nor shall the Parent Borrower or the Co-Borrower have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Eurodollar Loans. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but the supervisor or the administrator of the Applicable Screen Rate or a Screen Rate, as the case may be, or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Applicable Screen Rate or a Screen Rate, as the case may be, shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall use good faith commercially reasonable efforts to establish an alternate rate of interest to the Eurodollar Base Rate and Eurodollar Rate or Eurocurrency Base Rate and Eurocurrency Rate, as applicable, that gives due consideration to the then prevailing market convention for determining 509265-1496-1626614997-Active.24788754.1135668272.3 a rate of interest for syndicated loans in the applicable currency in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 10.1, 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 Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.16(b), only to the extent the Applicable Screen Rate or the applicable Screen Rate, as the case may be, for such Interest Period is not available or published at such time on a current basis), (x) in respect of Eurodollar Loans, (1) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (2) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (3) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (y) in respect of Foreign Currency Loans, (1) any Foreign Currency Loans requested to be made on the first day of such Interest Period shall not be made and (2) any outstanding Foreign Currency Loans shall be due and payable on the last day of the then-current Interest Period.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant marketinterbank eurodollar market arising after the date hereof, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that that, by reason of circumstances arising after the Eurocurrency date hereof affecting the interbank eurodollar market, the Eurodollar Rate 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (xy) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, Base Rate Loans and (yz) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-then current Interest PeriodPeriod with respect thereto, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Base Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the applicable Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the applicable Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of the relevant Facility that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period in good faith by such Required Lenders will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the such Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility hereunder requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (xy) any ABR Loans under the relevant Facility hereunder that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, Base Rate Loans and (yz) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility hereunder shall be converted, on the last day of the then-current Interest Period, to ABR Loans Base Rate Loans; provided that if the circumstances giving rise to such notice shall cease or otherwise become inapplicable to such Required Lenders, then such Required Lenders shall promptly give notice of such change in circumstances to the Administrative Agents and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable MarginBorrower. Until such notice has been withdrawn by the applicable Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans under any affected Facility hereunder shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such Facility hereunder to Dollar Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: Period (a) or, as applicable, on any day on which an ABR Loan bearing interest determined by reference to the Eurodollar Rate, is outstanding), the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) in connection with any request for a Eurodollar Loan, a request for an ABR Loan to bear interest with reference to the Eurodollar Rate, or a conversion to or a continuation of either of the foregoing that, by reason of circumstances affecting the relevant market, (a) Dollar 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, (b) adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or or (bc) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Eurodollar Rate 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 making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall give telecopy or telephonic notice thereof to promptly notify the relevant Borrower and the relevant Lenders thereof as soon as practicable thereafter. If Any such notice is given determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (wi) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (xii) any such requested ABR Loans which were to have utilized the Eurodollar Rate component in determining the ABR shall not utilize a Eurodollar Rate component in determining the ABR applicable to such requested ABR Loan, (iii) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, Loans and (yiv) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Eurodollar Loans, and the utilization of the Eurodollar Rate component in determining ABR shall be suspended.

Inability to Determine Interest Rate. If prior to the first day ------------------------------------ of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowerspresumptively true, absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of the relevant Facility that the Eurocurrency Rate 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter, providing a description and evidence of the circumstances of such determination. If such notice is given given, (wx) any Dollar Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (xy) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans, Loans and (yz) any outstanding Dollar Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Loans; provided that the Administrative Agent shall advise the Borrower as soon as -------- practicable after it determines in good faith that such circumstances no longer exist.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) , or as applicable, on any day on which an ABR Loan bearing interest determined by reference to the Eurodollar Rate is outstanding), the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) in connection with any request for a Eurodollar Loan, a request for an ABR Loan to bear interest with reference to the Eurodollar Rate, or a conversion to or a continuation of either of the foregoing that, by reason of circumstances affecting the relevant market, (a) Dollar 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, (b) adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or or (bc) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Eurodollar Rate 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 making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall give telecopy or telephonic notice thereof to promptly notify the relevant Borrower Borrowers and the relevant Lenders thereof as soon as practicable thereafter. If Any such notice is given determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (w) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (x) any such requested ABR Loans which were to have utilized a Eurodollar Rate component in determining the ABR shall not utilize a Eurodollar Rate component in determining the ABR applicable to such requested ABR Loan, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, and (yz) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower Borrowers have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Eurodollar Loans, and the utilization of the Eurodollar Rate component in determining the ABR shall be suspended.

Inability to Determine Interest Rate. If prior to the first day ------------------------------------ of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each of the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Rate 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wi) any Dollar Eurocurrency Loans denominated in Dollars under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (xii) any ABR Eurocurrency Loans denominated in any Optional Currency requested to be made on the first day of such Interest Period shall be made as Foreign Alternate Rate Loans, (iii) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Base Rate Loans, (yiv) any outstanding Dollar Eurocurrency Loans denominated in Dollars under the relevant Facility shall be converted, on the last first day of the then-current such Interest Period, to ABR Base Rate Loans and (zv) any affected outstanding Eurocurrency Loans denominated in an Alternative any Optional Currency shall automatically commence bearing interest at be converted, on the Cost first day of Funds such Interest Period, to Foreign Alternate Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent any Borrower have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Loans.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: (ai) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon on the Borrowers) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate or Applicable Index Rate (including because the Screen Rate or Index Screen Rate, as applicable, is not available or published on a current basis), for such Interest Period, or (bii) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of the relevant Facility that the Eurocurrency Eurodollar Rate 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 making or maintaining their affected Loans during such Interest Period, then the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders by telephone, telecopy or electronic mail as soon promptly as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, Loans and (xy) any ABR US$ Loans under the relevant Facility that were to have been converted that, on the first day of such Interest Period Period, were to Eurocurrency have been converted to or continued as Eurodollar Loans or Index Rate Competitive Loans, as applicable, shall be continued as ABR Loans, (y) any outstanding Dollar Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, or converted to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds or Fixed Rate plus the Applicable MarginCompetitive Loans, as applicable. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans under any affected Facility shall be made or continued as such, nor shall the Parent any Borrower have the right to convert ABR Loans under or Fixed Rate Competitive Loans, as applicable, to Eurodollar Loans or Index Rate Competitive Loans, as applicable. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error and shall be communicated promptly to the Borrower) that (i) the circumstances set forth in clause (a)(i) have arisen and such Facility circumstances are unlikely to Dollar Eurocurrency Loansbe temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but either (w) the supervisor for the administrator of the Screen Rate or Index Screen Rate, as applicable, has made a public statement that the administrator of the Screen Rate or Index Screen Rate, as applicable, is insolvent (and there is no successor administrator that will continue publication of the Screen Rate or Index Screen Rate, as applicable), (x) the administrator of the Screen Rate or Index Screen Rate, as applicable, has made a public statement identifying a specific date after which the Screen Rate or Index Screen Rate, as applicable, will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the Screen Rate or Index Screen Rate, as applicable), (y) the supervisor for the administrator of the Screen Rate or Index Screen Rate, as applicable, has made a public statement identifying a specific date after which the Screen Rate or Index Screen Rate, as applicable, will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the Screen Rate or Index Screen Rate, as applicable, or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate or Index Screen Rate, as applicable, may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrowers shall endeavor in good faith to establish an alternate rate of interest to the Eurodollar Rate or Applicable Index Rate, as applicable, 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, and shall enter into a mutually satisfactory amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be necessary or appropriate to give effect to such new rate of interest (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 11.1, 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 Business Days of the date the notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. If an alternate rate of interest is to be established in accordance with this clause (b), then until such new rate of interest is established (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.14(b), only to the extent the Screen Rate or Index Screen Rate, as applicable, for such Interest Period is not available or published at such time on a current basis), (x) any conversion notice that requests the conversion of any Revolving Credit Loan to, or continuation of any Revolving Credit Loan as, a Eurodollar Loan shall be ineffective, (y) if any borrowing request requests a Eurodollar Loan, such borrowing shall be made as an ABR Loan and (z) any request for an Index Rate Competitive Loan shall be ineffective.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period: Period (a) or, as applicable, on any day on which an ABR Loan bearing interest determined by reference to the Eurodollar Rate, is outstanding), the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the BorrowersBorrower) in connection with any request for a Eurodollar Loan, a request for an ABR Loan to bear interest with reference to the Eurodollar Rate, or a conversion to or a continuation of either of the foregoing that, by reason of circumstances affecting the relevant market, (i) Dollar 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 means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or or (biii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Eurodollar Rate 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 making or maintaining their affected Loans during such Interest Period, then, in any such case (i), (ii) or (iii), the Administrative Agent shall give telecopy or telephonic notice thereof to promptly notify the relevant Borrower and the relevant Lenders thereof as soon as practicable thereafter. If Any such notice is given determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (wi) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (xii) any such requested ABR Loans which were to have utilized the Eurodollar Rate component in determining the ABR shall not utilize a Eurodollar Rate component in determining the ABR applicable to such requested ABR Loan, (iii) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, Loans and (yiv) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable MarginLoans. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans under any affected the relevant Facility shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such the relevant Facility to Dollar Eurocurrency Eurodollar Loans, and the utilization of the Eurodollar Rate component in determining ABR shall be suspended. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) or (a)(ii) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) or (a)(ii) have not arisen but the supervisor for the administrator of LIBOR or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to LIBOR 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, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 10.1, 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 Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.15(b), only to the extent LIBOR for such Interest Period is not available or published at such time on a current basis), (x) any Notice of Conversion/Continuation that requests the conversion of any Loan to, or continuation of any Loan as, a Eurodollar Loan shall be ineffective, and (y) if any Notice of Borrowing requests a Eurodollar Loan, such Loan shall be made as an ABR Loan; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Required Lenders in respect of the relevant Facility that the Eurocurrency Eurodollar Rate determined or to be determined for such Interest Period in good faith by such Required Lenders will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (wx) any Dollar Eurocurrency Eurodollar Loans under the relevant Facility hereunder requested to be made on the first day of such Interest Period shall be made as ABR Base Rate Loans, (xy) any ABR Loans under the relevant Facility hereunder that were to have been converted on the first day of such Interest Period to Eurocurrency Eurodollar Loans shall be continued as ABR Loans, Base Rate Loans and (yz) any outstanding Dollar Eurocurrency Eurodollar Loans under the relevant Facility hereunder shall be converted, on the last day of the then-current Interest Period, to ABR Loans Base Rate Loans; provided that if the circumstances giving rise to such notice shall cease or otherwise become inapplicable to such Required Lenders, then such Required Lenders shall promptly give notice of such change in circumstances to the Administrative Agent and (z) any affected Eurocurrency Loans denominated in an Alternative Currency shall automatically commence bearing interest at the Cost of Funds Rate plus the Applicable MarginBorrower. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Eurodollar Loans under any affected Facility hereunder shall be made or continued as such, nor shall the Parent Borrower have the right to convert Loans under any such Facility hereunder to Dollar Eurocurrency Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period: (a) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurocurrency Rate 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 making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the relevant Parent Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (w) any Dollar Eurocurrency Loans in Dollars under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR LoansLoans and any Eurocurrency Loans in an Optional Currency so requested to be made shall not be made, (x) any ABR Loans in Dollars under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans, (y) any outstanding Dollar Eurocurrency Loans in Dollars under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans and (z) any affected outstanding Eurocurrency Loans denominated in an Alternative Optional Currency shall automatically commence bearing interest at be prepaid on the Cost last day of Funds Rate plus the Applicable Marginthen-current Interest Period. The Administrative Agent shall withdraw such notice as soon as adequate and reasonable means exist for ascertaining the Eurocurrency Rate. Until such notice has been withdrawn by the Administrative Agent, no further Dollar Eurocurrency Loans under any affected the Facility shall be made or continued as such, nor shall the Parent Borrower Borrowers have the right to convert Loans under any such the Facility to Dollar Eurocurrency Loans.