Common use of Limitation on Types of Loans Clause in Contracts

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest Rate for any Interest Period: (1) Administrative Agent reasonably determines (which determination shall be conclusive) that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest Rate” in Section 1.01 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Loans as provided in this Agreement; or (2) a Bank reasonably determines (which determination shall be conclusive) and promptly notifies Administrative Agent that the relevant rates of interest referred to in the definition of “LIBOR Interest Rate” in Section 1.01 upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Loans for such Interest Period is to be determined do not adequately cover the cost to such Bank of making or maintaining such LIBOR Loan or Bid Rate Loan for such Interest Period; then Administrative Agent shall give Borrower prompt notice thereof, and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) shall be under no obligation to permit Elections of LIBOR Loans, to Convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Loans and Borrower shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Loans or Bid Rate Loans, either (x) prepay the affected LIBOR Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR Loans into Base Rate Loans in accordance with Section 2.12 or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.12.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest Rate for any Interest Period: (1) Administrative Agent reasonably determines (which determination shall be conclusive) ), and provides Borrower, in writing, with reasonable detail supporting such determination, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest Rate” in Section 1.01 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or LIBOR Bid Rate Loans as provided in this Agreement; or (2) a Bank reasonably determines (which determination shall be conclusive) ), and provides Borrower, in writing, with reasonable detail supporting such determination, and promptly notifies Administrative Agent that the relevant rates of interest referred to in the definition of “LIBOR Interest Rate” in Section 1.01 upon the basis of which the rate of interest for LIBOR Loans or LIBOR Bid Rate Loans for such Interest Period is to be determined do not adequately cover the cost to such Bank of making or maintaining such LIBOR Loan or LIBOR Bid Rate Loan for such Interest Period; then Administrative Agent shall give Borrower prompt notice thereof, and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) shall be under no obligation to permit Elections of LIBOR Loans, to Convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Loans and Borrower shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Loans or LIBOR Bid Rate Loans, either (x) prepay the affected LIBOR Loans or LIBOR Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR Loans into Base Rate Loans in accordance with Section 2.12 or convert the rate of interest under the affected LIBOR Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.12.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest Rate for any Interest Period: (1) Administrative Agent reasonably determines (which determination shall be conclusive) that quotations of interest rates for the relevant deposits referred to in the definition of “"LIBOR Interest Rate” " in Section 1.01 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Loans as provided in this Agreement; or (2) a Bank reasonably determines (which determination shall be conclusive) and promptly notifies Administrative Agent that the relevant rates of interest referred to in the definition of “"LIBOR Interest Rate” " in Section 1.01 upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Loans for such Interest Period is to be determined do not adequately cover the cost to such Bank of making or maintaining such LIBOR Loan or Bid Rate Loan for such Interest Period; then Administrative Agent shall give Borrower prompt notice thereof, and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) shall be under no obligation to permit Elections of LIBOR Loans, to Convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Loans and Borrower shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Loans or Bid Rate Loans, either (x) prepay the affected LIBOR Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR Loans into Base Rate Loans in accordance with Section 2.12 or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.12.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest any Eurodollar Base Rate for any Interest Period:: Credit Agreement ---------------- (1a) the Administrative Agent reasonably determines (determines, which determination shall be conclusive) , that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest "Eurodollar Base Rate” " in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Eurodollar Loans as provided in this Agreementherein; or (2b) a Bank reasonably determines (if the related Loans are Revolving Credit Loans, the Majority Revolving Credit Lenders, if the related Loans are Term A Loans, the Majority Term A Lenders determine or if the related Loans are Term B Loans the Majority Term B Lenders, which determination shall be conclusive) , and promptly notifies notify the Administrative Agent that the relevant rates of interest referred to in the definition of “LIBOR Interest "Eurodollar Base Rate” " in Section 1.01 hereof upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Eurodollar Loans for such Interest Period is to be determined do are not likely adequately to cover the cost to such Bank Lenders of making or maintaining such LIBOR Loan or Bid Rate Loan Eurodollar Loans for such Interest Period; then the Administrative Agent shall give Borrower the Borrowers and each Lender prompt notice thereofthereof and, and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) Lenders shall be under no obligation to permit Elections of LIBOR make additional Eurodollar Loans, to Continue Eurodollar Loans or to Convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Loans Eurodollar Loans, and Borrower the Borrowers shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Loans or Bid Rate Eurodollar Loans, either (x) prepay the affected LIBOR such Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR such Loans into Base Rate Loans in accordance with Section 2.12 or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.122.08 hereof.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest Rate any interest rate for any Eurodollar Loans or any Money Market Eurodollar Loans for any Interest PeriodPeriod therefor: (1a) the Administrative Agent reasonably determines (which determination shall be conclusive) that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest Eurocurrency Rate” in Section 1.01 1 hereof are not being provided in the relevant amounts or for the relevant maturities or that adequate and fair means do not otherwise exist for purposes of determining rates the rate of interest for the LIBOR Loans or Bid Rate such Loans as provided in this Agreement; or (2b) the Required Banks (or any Bank that has outstanding a Bank reasonably determines Money Market Quote with respect to a Money Market Eurodollar Loan) determine (which determination shall be conclusive) and promptly notifies notify the Administrative Agent that the relevant rates of interest referred to in the definition of “LIBOR Interest Eurocurrency Rate” in Section 1.01 1 hereof upon the basis of which the rate of interest for LIBOR Loans or Bid Rate such Loans for such Interest Period is to be determined do not adequately cover accurately reflect the cost to such Bank the Banks of making or maintaining such LIBOR Loan or Bid Rate Loan Loans for such Interest Period; then the Administrative Agent shall give the Borrower and each Bank prompt notice thereof, and so long as such condition remains in effect, the Banks (oror such Bank with an outstanding Money Market Quote, in as the case of the circumstances described in clause (2) above, the affected Bankmay be) shall be under no obligation to permit Elections make Loans of LIBOR Loanssuch type. Upon receipt of such notice, the Borrower may revoke any pending request for a Loan of, conversion to Convert or continuation of Eurodollar Loans (to the extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Base Rate Loans into Loan in the amount specified therein. (c) Notwithstanding anything to the contrary in this Agreement or any other Credit Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Required Banks notify the Administrative Agent that the Required Banks have determined, that: (i) adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for any requested Interest Period, including, without limitation, because the LIBOR Loans Screen Rate is not available or published on a current basis and such circumstances are unlikely to Continue LIBOR Loans and Borrower shall, on be temporary; or (ii) the last day(s) administrator of the then current Interest Period(sLIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Eurocurrency Rate or LIBOR Screen Rate shall no longer (A) be made available, or (B) used for determining the affected outstanding LIBOR Loans or Bid Rate Loansinterest rate of loans, either provided that, at the time of such statement, there is no successor administrator that is (x) prepay satisfactory to the affected LIBOR Loans Administrative Agent and (y) will continue to provide a Eurocurrency Rate after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) syndicated loans currently being executed by the Banks, or Bid other loans that include language similar to that contained in this Section 6.2(c), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the Eurocurrency Rate, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace the Eurocurrency Rate Loans pursuant to Section 3.07 with (x) one or more SOFR-Based Rates or (y) Convert 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 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 Banks unless, prior to such time, Banks comprising the Required Banks have delivered to the Administrative Agent written notice that such Required Banks object to 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 in consultation with the Borrower. (iv) If no LIBOR Successor Rate has been determined and the circumstances under clause (c)(i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Bank. Thereafter, (x) the obligation of the Banks to make or maintain Eurodollar Loans shall be suspended, (to the extent of the affected LIBOR Eurodollar Loans or Interest Periods) and (y) the Eurocurrency 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 Loan of, conversion to or continuation of Eurodollar Loans (to the extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Base Rate Loans Loan (subject to the foregoing clause (y)) in the amount specified therein. (v) 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. (vi) 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 in accordance with Section 2.12 or convert the rate definition of interest under the affected Bid Rate Loans that term, and, notwithstanding anything to the rate applicable contrary herein or in any other Credit Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.12this Agreement.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest Rate for any Interest Period: (1) the Administrative Agent reasonably determines (which determination shall be conclusive) that quotations of interest rates for the relevant deposits referred to in the definition of “"LIBOR Interest Rate” " in Section 1.01 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Loans as provided in this Agreement; or (2) a Bank reasonably determines (which determination shall be conclusive) and promptly notifies the Administrative Agent that the relevant rates of interest referred to in the definition of “"LIBOR Interest Rate” " in Section 1.01 upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Loans for such Interest Period is to be determined do not adequately cover the cost to such Bank of making or maintaining such LIBOR Loan or Bid Rate Loan for such Interest Period; then the Administrative Agent shall give Borrower prompt notice thereof, and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) shall be under no obligation to permit Elections of LIBOR Loans, to Convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Loans and Borrower shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Loans or Bid Rate Loans, either (x) prepay the affected LIBOR Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR Loans into Base Rate Loans in accordance with Section 2.12 2.13 or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.122.13.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest any Fixed Base Rate for any Interest Period: (1a) the Administrative Agent reasonably determines (determines, which determination shall be conclusive) , that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest Fixed Base Rate” in Section 1.01 hereof are not being provided in the relevant amounts or Currencies or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid either Type of Fixed Rate Loans as provided in this Agreementherein; or (2b) the Majority Lenders determine (or any Lender that has outstanding a Bank reasonably determines (Money Market Quote with respect to a LIBOR Market Loan determines), which determination shall be conclusive, and notify (or notifies, as the case may be) and promptly notifies the Administrative Agent that the relevant rates of interest referred to in the definition of “LIBOR Interest Fixed Base Rate” in Section 1.01 hereof upon the basis of which the rate of interest for Eurocurrency Loans (or LIBOR Loans or Bid Rate Loans Market Loans, as the case may be) in any Currency for such Interest Period is to be determined do will not adequately cover and fairly reflect the cost to such Bank Lenders (or to such quoting Lender) of making or maintaining Eurocurrency Loans (or LIBOR Market Loans, as the case may be) in such LIBOR Loan or Bid Rate Loan Currency for such Interest Period; then the Administrative Agent shall give each affected Borrower and Lender prompt notice thereofthereof and, and so long as such condition remains in effect, the Banks Lenders (or, in the case of the circumstances described in clause (2) above, the affected Bankor such quoting Lender) shall be under no obligation to permit Elections of LIBOR Loans, to Convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Loans and Borrower shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Loans or Bid Rate Loans, either (x) prepay the affected LIBOR Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR Loans into Base Rate make additional Eurocurrency Loans in accordance with Section 2.12 or convert the rate of interest under the affected Bid Rate Loans such Currency, and such Lender shall no longer be obligated to the rate applicable make any LIBOR Market Loan in such Currency that it has offered to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.12make.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest Rate an interest rate for any Eurodollar Loans for any Interest Period: (1) Administrative Agent reasonably determines Period therefor, the Majority Lenders determine (which determination shall be conclusive): (a) that by reason of any event affecting the money markets in the United States of America or the Eurodollar interbank market, quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest Rate” in Section 1.01 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates the rate of interest for the LIBOR such Loans or Bid Rate Loans as provided in under this Agreement; or (2b) a Bank reasonably determines (which determination shall be conclusive) and promptly notifies Administrative Agent that the relevant rates of interest referred to in the definition of “"LIBOR Interest Base Rate” " in Section 1.01 Article 1 hereof upon the basis of which the rate of interest for LIBOR Loans or Bid Rate on any Eurodollar Loans for such Interest Period period is to be determined determined, do not adequately cover accurately reflect the cost to such Bank the Lenders of making or maintaining such LIBOR Loan or Bid Rate Loan Loans for such Interest Period; period, then Administrative the Collateral Monitoring Agent shall give the Borrower and each Lender prompt notice thereofthereof (and shall thereafter give the Borrower and each Lender prompt notice of the cessation, if any, of such condition), and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) Lenders shall be under no obligation to permit Elections make Loans of LIBOR Loans, such type or to Convert Base convert Prime Rate Loans into LIBOR Loans or to Continue LIBOR Eurodollar Loans and the Borrower shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Eurodollar Loans either prepay such Loans in accordance with Section 2.7 hereof or Bid Rate Loans, either (x) prepay the affected LIBOR Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR convert such Eurodollar Loans into Base Prime Rate Loans in accordance with Section 2.12 2.21 hereof. If at any time after the Collateral Monitoring Agent gives notice under this Section 2.24 the Majority Lenders determines that such condition no longer exists, they shall give prompt notice of that determination, in writing, to the Borrower. At such time as such condition no longer exists (whether or not such notice has been given), the Borrower's right to request, and the Lender's obligations, if any, to make Eurodollar Loans (and to convert the rate of interest under the affected Bid Prime Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.12Eurodollar Loans) shall be restored.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest Rate for any Interest Period: (1) Administrative Agent reasonably determines (which determination shall be conclusive) that quotations of interest rates for the relevant deposits referred to in the definition of “"LIBOR Interest Rate” " in Section 1.01 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Loans as provided in this Agreement; or (2) a Bank reasonably determines (which determination shall be conclusive) and promptly notifies Administrative Agent that the relevant rates of interest referred to in the definition of “"LIBOR Interest Rate” " in Section 1.01 upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Loans for such Interest Period is to be determined do not adequately cover the cost to such Bank of making or maintaining such LIBOR Loan or Bid Rate Loan for such Interest Period; then Administrative Agent shall give Borrower prompt notice thereof, and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) shall be under no obligation to permit Elections of LIBOR Loans, to Convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Loans and Borrower shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Loans or Bid Rate Loans, either (x) prepay the affected LIBOR Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR Loans into Base Rate Loans in accordance with Section 2.12 2.11 or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.122.11.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest Rate for any Interest Period: (1) Administrative Agent reasonably determines (which determination shall be conclusive) that quotations of interest rates for the relevant deposits referred to in the definition of “"LIBOR Interest Rate” " in Section 1.01 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Loans as provided in this Agreement; or (2) a Bank reasonably determines (which determination shall be conclusive) and promptly notifies Administrative Agent that the relevant rates of interest referred to in the definition of “"LIBOR Interest Rate” " in Section 1.01 upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Loans for such Interest Period is to be determined do not adequately cover the cost to such Bank of making or maintaining such LIBOR Loan or Bid Rate Loan for such Interest Period; then Administrative Agent shall give Borrower prompt notice thereof, and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) shall be under no obligation to permit Elections of LIBOR Loans, to Convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Loans and Borrower shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Loans or Bid Rate Loans, either (x) prepay the affected LIBOR Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR Loans into Base Rate Loans in accordance with Section 2.12 or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.12.

Limitation on Types of Loans. Anything herein to the contrary ---------------------------- notwithstanding, if, on or prior to the determination of the LIBOR Interest any Eurodollar Base Rate for any Interest Period: (1a) the Administrative Agent reasonably determines (determines, which determination shall be conclusive) , that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest "Eurodollar Base Rate” " in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Eurodollar Loans as provided in this Agreementherein; or (2b) a Bank reasonably determines (if the related Loans are Revolving Credit Loans, the Majority Revolving Credit Lenders, if the related Loans are Term Loans, the Majority Term Loan Lenders, or if the related Loans are Incremental Facility Loans of any Series, the Majority Incremental Facility Lenders of such Series determine, which determination shall be conclusive) , and promptly notifies notify the Administrative Agent that the relevant rates of interest referred to in the definition of “LIBOR Interest "Eurodollar Base Rate” " in Section 1.01 hereof upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Eurodollar Loans for such Interest Period is to be determined do are not likely adequately to cover the cost to such Bank Lenders of making or maintaining such LIBOR Loan or Bid Rate Loan Eurodollar Loans for such Interest Period; then the Administrative Agent shall give Borrower the Borrowers and each Lender prompt notice thereofthereof and, and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) Lenders shall be under no obligation to permit Elections of LIBOR make additional Eurodollar Loans, to Continue Eurodollar Loans or to Convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Loans Eurodollar Loans, and Borrower the Borrowers shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Loans or Bid Rate Eurodollar Loans, either (x) prepay the affected LIBOR such Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR such Loans into Base Rate Loans in accordance with Section 2.12 or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.122.09 hereof.

Limitation on Types of Loans. Anything herein to the contrary ---------------------------- notwithstanding, if, on or prior to the determination of the LIBOR Interest any Eurodollar Base Rate for any Interest Period: (1a) the Administrative Agent reasonably determines (determines, which determination shall be conclusive) , that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest "Eurodollar Base Rate” " in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Eurodollar Loans as provided in this Agreementherein; or (2b) a Bank reasonably determines (if the related Loans are Revolving Credit Loans, the Majority Revolving Credit Lenders, if the related Loans are Term Loans, the Majority Term Loan Lenders, or if the related Loans are Incremental Facility Loans of any Series, the Majority Incremental Facility Lenders of such Series determine, which determination shall be conclusive) , and promptly notifies notify the Administrative Agent that the relevant rates of interest referred to in the definition of “LIBOR Interest "Eurodollar Base Rate” " in Section 1.01 hereof upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Eurodollar Loans for such Interest Period is to be determined do are not likely adequately to cover the cost to such Bank Lenders of making or maintaining such LIBOR Loan or Bid Rate Loan Eurodollar Loans for such Interest Period; then the Administrative Agent shall give the Borrower and each Lender prompt notice thereofthereof and, and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) Lenders shall be under no obligation to permit Elections of LIBOR make additional Eurodollar Loans, to Continue Eurodollar Loans or to Convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Loans Eurodollar Loans, and the Borrower shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Loans or Bid Rate Eurodollar Loans, either (x) prepay the affected LIBOR such Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR such Loans into Base Rate Loans in accordance with Section 2.12 or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.122.09 hereof.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the any LIBOR Interest Base Rate for any Interest Period: (1i) Administrative Agent reasonably determines (determines, which determination shall be conclusive) , absent manifest error, that quotations of interest rates for the relevant deposits referred to in the definition of “"LIBOR Interest Base Rate” " in Section 1.01 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Loans as provided in this Agreementherein; or (2ii) a Bank reasonably determines (if the related Loans are Revolving Credit Loans, the Majority Revolving Credit Lenders or, if the related Loans are Tranche A Term Loans, the Majority Tranche A Term Loan Lenders or, if the related Loans are Tranche B Term Loans, the Majority Tranche B Term Loan Lenders or, if the related Loans are Tranche C Term Loans, the Majority Tranche C Term Loan Lenders determine, which determination shall be conclusive) and promptly notifies Administrative Agent , that the relevant rates of interest referred to in the definition of “"LIBOR Interest Base Rate” " in Section 1.01 upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Loans for such Interest Period is to be determined do are not adequately likely adequate to cover the cost to such Bank the applicable Lenders of making or maintaining such LIBOR Loan or Bid Rate Loan Loans for such Interest Period; , then Administrative Agent shall give Borrower and each Lender prompt notice thereof, and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) Lenders shall be under no obligation to permit Elections make additional LIBOR Loans (but shall make their portion of LIBOR any additional Borrowings as ABR Loans), to Convert Base Rate Loans into Continue LIBOR Loans or to Continue Convert ABR Loans into LIBOR Loans and Borrower shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Loans or Bid Rate Loans, either (x) prepay the such Loans of such affected LIBOR Lenders or Convert such Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the of such affected LIBOR Loans Lenders into Base Rate ABR Loans in accordance with Section 2.12 or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.122.09.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest Eurodollar Base Rate for any Interest Period: (1a) Administrative the Agent reasonably determines (which determination shall be conclusive) that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest "Eurodollar Base Rate” " in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Eurodollar Loans as provided in this Agreementherein; or (2b) if the related Loans are Revolving Credit Loans, the Majority Revolving Credit Banks or, if the related Loans are Term Loans, the Majority Term Loan Banks (determined, solely for the purposes of this Section 5.02(b), as if no PAD Loans or PAD Loan Commitments were outstanding) or, if the related Loans are PAD Loans of a Bank reasonably determines particular Series, Banks holding at least 60% of the aggregate outstanding principal amount of the PAD Loans of such Series determine (which determination shall be conclusive) and promptly notifies Administrative notify the Agent that the relevant rates of interest referred to in the definition of “LIBOR Interest "Eurodollar Base Rate” " in Section 1.01 hereof upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Eurodollar Loans for such Interest Period is to be determined do are not likely adequately to cover the cost to such Bank Banks of making or maintaining such LIBOR Loan or Bid Rate Loan Eurodollar Loans for such Interest Period; then Administrative the Agent shall give the Borrower and each of the Banks which are to make or hold such Loans prompt notice thereof, and so long as such condition remains in effect, the such Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) shall be under no obligation to permit Elections of LIBOR make additional Eurodollar Loans, to Continue Eurodollar Loans or to Convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Eurodollar Loans and the Borrower shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Eurodollar Loans held by such Banks, either prepay such Eurodollar Loans or Bid Rate Loans, either (x) prepay the affected LIBOR Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR such Eurodollar Loans into Base Rate Loans in accordance with Section 2.12 or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.12.2.08 hereof. CREDIT AGREEMENT ----------------

Limitation on Types of Loans. Anything herein to the contrary ---------------------------- notwithstanding, if, on or prior to the determination of the LIBOR Interest Eurodollar Base Rate under the Credit Agreement ---------------- -45- second sentence of the definition of the term "Eurodollar Base Rate" in Section 1.01 hereof for any Interest Period:Period for any Eurodollar Loan; (1a) the Administrative Agent reasonably determines (determines, which determination shall be conclusive) , that quotations of interest rates for the relevant deposits referred to in the second sentence of the definition of “LIBOR Interest the term "Eurodollar Base Rate” " in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Eurodollar Loans as provided in this Agreementherein; or (2b) a Bank reasonably determines (if the related Loans are Revolving Credit Loans, the Majority Revolving Credit Lenders, if the related Loans are Term Loans, the Majority Term Loan Lenders or if the related Loans are Incremental Loans of any Series, the Majority Incremental Loan Lenders of such Series, determine, which determination shall be conclusive) , and promptly notifies notify the Administrative Agent that the relevant rates of interest referred to in the second sentence of the definition of “LIBOR Interest the term "Eurodollar Base Rate” " in Section 1.01 hereof upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Eurodollar Loans for such Interest Period is to be determined do are not likely adequately to cover the cost to such Bank Lenders of making or maintaining such LIBOR Loan or Bid Rate Loan Eurodollar Loans for such Interest Period; then the Administrative Agent shall give Borrower the Company and each Lender prompt notice thereofthereof and, and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) Lenders shall be under no obligation to permit Elections of LIBOR make additional Eurodollar Loans, to Convert Base Rate Loans into LIBOR Continue Eurodollar Loans or to Continue LIBOR Convert Loans of any other Type into Eurodollar Loans, and Borrower the Company shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Loans or Bid Rate Eurodollar Loans, either (x) prepay the affected LIBOR such Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR such Loans into Base Rate Loans another Type of Loan in accordance with Section 2.12 or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.122.09 hereof.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, no more than six separate Loans shall be outstanding at any one time, with, for purposes of this Section, all Floating Rate Loans constituting one Loan, and all LIBO Rate Loans for the same Interest Period constituting one Loan. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest any interest rate for any LIBO Rate Loan for any Interest PeriodPeriod therefor: (1a) Administrative Agent reasonably the Lender determines (which determination shall be conclusive) that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest "LIBO Rate” " in Section 1.01 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates the rate of interest for the LIBOR Loans or Bid Rate Loans such Loan as provided in this Agreement; or (2b) a Bank reasonably the Lender determines (which determination shall be conclusive) and promptly notifies Administrative Agent that the relevant rates of interest referred to in the definition of “LIBOR Interest "LIBO Rate” " in Section 1.01 upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Loans such Loan for such Interest Period is to be determined do not adequately cover accurately reflect the cost to such Bank the Lender of making or maintaining such LIBOR Loan or Bid Rate Loan for such Interest Period; , then Administrative Agent the Lender shall give the Borrower prompt notice thereof, ; and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) Lender shall be under no obligation to permit Elections of LIBOR Loans, to Convert Base make LIBO Rate Loans into LIBOR Loans or to Continue LIBOR convert Loans of any other type into LIBO Rate Loans, and the Borrower shall, on the last day(s) day of the then current Interest Period(s) Period for the affected each outstanding LIBOR Loans or Bid LIBO Rate LoansLoan, either (x) prepay the affected LIBOR Loans such LIBO Rate Loan or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR Loans convert such Loan into Base Rate Loans another type of Loan in accordance with Section 2.12 or convert . Before giving such notice pursuant to this Section, the rate of interest under the affected Bid Lender will designate a different available Applicable Lending Office for LIBO Rate Loans or take such other action as the Borrower may request if such designation or action will avoid the need to suspend the obligation of the Lender to make LIBO Rate Loans hereunder and will not, in the opinion of the Lender, be disadvantageous to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.12Lender.

Limitation on Types of Loans. Anything herein to the ---------------------------- contrary notwithstanding, if, on or prior to the determination of the any LIBOR Interest Base Rate for any Interest Period: (1i) Administrative Agent reasonably determines (determines, which good faith determination shall be conclusive) , that quotations of interest rates for the relevant deposits referred to in the definition of “"LIBOR Interest Base Rate” " in Section 1.01 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Loans as provided in this Agreementherein; or (2ii) a Bank reasonably determines (if the related Loans are Revolving Credit Loans, the Majority Revolving Credit Lenders or, if the related Loans are Tranche A Term Loans, the Majority Tranche A Term Lenders or, if the related Loans are Tranche B Term Loans, the Majority Tranche B Term Lenders determine, which determination shall be conclusive) and promptly notifies Administrative Agent , that the relevant rates of interest referred to in the definition of “"LIBOR Interest Base Rate” " in Section 1.01 upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Loans for such Interest Period is to be determined do are not likely adequately to cover the cost to such Bank the applicable Lenders of making or maintaining such LIBOR Loan or Bid Rate Loan Loans for such Interest Period; , then Administrative Agent shall give Borrower and each Lender prompt notice thereof, and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) Lenders shall be under no obligation to permit Elections of make additional LIBOR Loans, to Continue LIBOR Loans or to Convert Alternate Base Rate Loans into LIBOR Loans or to Continue LIBOR Loans and Borrower shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Loans or Bid Rate Loans, either (x) prepay the affected LIBOR such Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR such Loans into Alternate Base Rate Loans in accordance with Section 2.12 or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.122.09.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest Rate for any Interest Period: (1) Administrative Agent reasonably determines (which determination shall be conclusive) ), and provides Borrower, in writing, with reasonable detail supporting such determination, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest Rate” in Section 1.01 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Loans as provided in this Agreement; or (2) a Bank reasonably determines (which determination shall be conclusive) ), and provides Borrower, in writing, with reasonable detail supporting such determination, and promptly notifies Administrative Agent that the relevant rates of interest referred to in the definition of “LIBOR Interest Rate” in Section 1.01 upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Loans for such Interest Period is to be determined do not adequately cover the cost to such Bank of making or maintaining such LIBOR Loan or Bid Rate Loan for such Interest Period; then Administrative Agent shall give Borrower prompt notice thereof, and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) shall be under no obligation to permit Elections of LIBOR Loans, to Convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Loans and Borrower shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Loans or Bid Rate Loans, either (x) prepay the affected LIBOR Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR Loans into Base Rate Loans in accordance with Section 2.12 or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.122.11.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the any LIBOR Interest Base Rate for any Interest PeriodPeriod for any Eurodollar Loans or determination of the Fed Funds Rate for any Fed Funds Rate Loans: (1a) Administrative the Agent reasonably determines (which determination shall be conclusive) that quotations of interest rates for the relevant deposits referred to in the definition of “"LIBOR Interest Base Rate” in Section 1.01 " or "Fed Funds Rate," as the case may be, are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans Base Rate for such Interest Period or Bid the Fed Funds Rate Loans for such day, as the case may be, as provided in this Agreementherein; or (2b) a any Bank reasonably determines (which determination shall be conclusive) and promptly notifies Administrative the Agent that the relevant rates of interest referred to in the definition of “(i) "LIBOR Interest Base Rate” in Section 1.01 upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Loans " for such Interest Period is are not likely to be determined do not adequately cover the cost to such Bank of making or maintaining such LIBOR Loan or Bid Rate its Eurodollar Loan for such Interest PeriodPeriod or (ii) "Fed Funds Rate" are not likely to adequately cover the cost of such Bank of making or maintaining its Fed Funds Rate Loans; then Administrative with respect to Loans of the affected type, the Agent shall give the Borrower and each Bank prompt notice thereof, and so long as such condition remains in effect, the affected Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) shall be under no obligation to permit Elections make or Continue Loans of LIBOR Loans, to Convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Loans the affected type and the Borrower shall, shall either prepay (on the last day(s) day of the then current Interest Period(sPeriod for any outstanding Eurodollar Loans) for each affected Bank's Loans of the affected type or Convert (on the last day of the current Interest Period for any outstanding LIBOR Eurodollar Loans) such Loans or Bid Rate Loans, either (x) prepay the to a type which are not so affected LIBOR Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR Loans into Base Rate Loans in accordance with Section 2.12 or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.122.4 hereof.

Limitation on Types of Loans. Anything herein Subject to the contrary notwithstandingSection 4.10, if, on or prior to the determination first day of the LIBOR any Interest Rate Period for any Interest PeriodSOFR Loan: (1a) the Administrative Agent reasonably determines (which determination shall be conclusiveconclusive and binding absent manifest error) that quotations of interest rates “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, or (b) the Administrative Agent reasonably determines in connection with any request for the relevant deposits referred a SOFR Loan or a Conversion to or Continuation thereof, that: (i) (A) in the definition case of “LIBOR Interest Rate” any SOFR Loan, deposits in Section 1.01 Dollars are not being provided offered to banks in the relevant amounts or applicable offshore market for Dollars for the relevant maturities applicable amount and Interest Period and (B) Adjusted Term SOFR for purposes any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of determining rates funding such Loan, and the Required Lenders have provided notice of interest such determination to the Administrative Agent or (ii) the applicable Benchmark for any requested Interest Period with respect to such Loan does not adequately and fairly reflect the LIBOR cost to such Lenders of funding such Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent, the Administrative Agent will promptly so notify the Borrowers and each Lender. (c) Upon notice thereof by the Administrative Agent to the Borrowers, any obligation of the Lenders to make SOFR Loans and any right of the Borrowers to Continue SOFR Loans, or to Convert Reference Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected Loans or Bid Rate affected Interest Periods), until the Administrative Agent (with respect to clause (b)(ii) above, at the instruction of the Required Lenders) revokes such notice (which the Administrative Agent and the Lenders agree to do promptly upon such circumstances ceasing to exist). Upon receipt of such notice, (i) the applicable Borrowers may revoke any pending Request for Borrowing of, Conversion to, or Continuation of, SOFR Loans (to the extent of the affected Loans or affected Interest Periods) or, failing that, such Borrowers will be deemed to have Converted any such request as provided set forth in this Agreement; or Section 4.4 hereof and (2ii) a Bank reasonably any outstanding affected SOFR Loans will be Converted as set forth in Section 4.4 hereof, if not prepaid by the applicable Borrower. Subject to Section 4.10 hereof, if the Administrative Agent determines (which determination shall be conclusiveconclusive and binding absent manifest error) and promptly notifies that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Reference Rate Loans shall be determined by the Administrative Agent that the relevant rates without reference to clause (iii) of interest referred to in the definition of “LIBOR Interest Reference Rate” in Section 1.01 upon until the basis of which the rate of interest for LIBOR Loans or Bid Rate Loans for such Interest Period is to be determined do not adequately cover the cost to such Bank of making or maintaining such LIBOR Loan or Bid Rate Loan for such Interest Period; then Administrative Agent shall give Borrower prompt notice thereof, and so long as revokes such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) shall be under no obligation to permit Elections of LIBOR Loans, to Convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Loans and Borrower shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Loans or Bid Rate Loans, either (x) prepay the affected LIBOR Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR Loans into Base Rate Loans in accordance with Section 2.12 or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.12determination.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the any LIBOR Interest Base Rate for any Interest Period: (1i) the Administrative Agent reasonably determines (determines, which determination shall be conclusive) , absent manifest error, that quotations of interest rates for the relevant deposits referred to in the definition of “"LIBOR Interest Base Rate” " in Section 1.01 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Loans as provided in this Agreementherein; or (2ii) a Bank reasonably determines (if the related Loans are Revolving Credit Loans, the Majority Revolving Credit Lenders or, if the related Loans are Tranche A Term Loans, the Majority Tranche A Term Loan Lenders or, if the related Loans are Tranche B Term Loans, the Majority Tranche B Term Loan Lenders or, if the related Loans are Tranche C Term Loans, the Majority Tranche C Term Loan Lenders determine, which determination shall be conclusive) and promptly notifies Administrative Agent , that the relevant rates of interest referred to in the definition of “"LIBOR Interest Base Rate” " in Section 1.01 upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Loans for such Interest Period is to be determined do are not adequately likely adequate to cover the cost to such Bank the applicable Lenders of making or maintaining such LIBOR Loan or Bid Rate Loan Loans for such Interest Period; , then the Administrative Agent shall give Borrower and each Lender prompt notice thereof, and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) Lenders shall be under no obligation to permit Elections make additional LIBOR Loans (but shall make their portion of LIBOR any additional Borrowings as ABR Loans), to Convert Base Rate Loans into Continue LIBOR Loans or to Continue Convert ABR Loans into LIBOR Loans and Borrower shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Loans or Bid Rate Loans, either (x) prepay the such Loans of such affected LIBOR Lenders or Convert such Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the of such affected LIBOR Loans Lenders into Base Rate ABR Loans in accordance with Section 2.12 or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.122.09.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the any LIBOR Interest Base Rate for any Interest Period: (1i) the Administrative Agent reasonably determines (determines, which determination shall be conclusive) , absent manifest error, that quotations of interest rates for the relevant deposits referred to in the definition of “"LIBOR Interest Base Rate” " in Section 1.01 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Loans as provided in this Agreementherein; or (2ii) a Bank reasonably determines (if the related Loans are Revolving Credit Loans, the Majority Revolving Credit Lenders or, if the related Loans are Term Loans, the Majority Term Loan Lenders, determine, which determination shall be conclusive) and promptly notifies Administrative Agent , that the relevant rates of interest referred to in the definition of “"LIBOR Interest Base Rate” " in Section 1.01 upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Loans for such Interest Period is to be determined do are not adequately likely adequate to cover the cost to such Bank the applicable Lenders of making or maintaining such LIBOR Loan or Bid Rate Loan Loans for such Interest Period; , then the Administrative Agent shall give Borrower and each Lender prompt notice thereof, and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) Lenders shall be under no obligation to permit Elections make additional LIBOR Loans (but shall make their portion of LIBOR any additional Borrowings as ABR Loans), to Convert Base Rate Loans into Continue LIBOR Loans or to Continue Convert ABR Loans into LIBOR Loans and Borrower shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Loans or Bid Rate Loans, either (x) prepay the such Loans of such affected LIBOR Lenders or Convert such Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the of such affected LIBOR Loans Lenders into Base Rate ABR Loans in accordance with Section 2.12 or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.122.09.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest Rate for any Interest Period: (1) Administrative Agent reasonably determines (which determination shall be conclusive) ), and provides Borrower, in writing, with reasonable detail supporting such determination, that quotations of interest rates for the relevant deposits referred to in the definition of “"LIBOR Interest Rate” " in Section 1.01 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or LIBOR Bid Rate Loans as provided in this Agreement; or (2) a Bank reasonably determines (which determination shall be conclusive) ), and provides Borrower, in writing, with reasonable detail supporting such determination, and promptly notifies Administrative Agent that the relevant rates of interest referred to in the definition of “"LIBOR Interest Rate” " in Section 1.01 upon the basis of which the rate of interest for LIBOR Loans or LIBOR Bid Rate Loans for such Interest Period is to be determined do not adequately cover the cost to such Bank of making or maintaining such LIBOR Loan or LIBOR Bid Rate Loan for such Interest Period; then Administrative Agent shall give Borrower prompt notice thereof, and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) shall be under no obligation to permit Elections of LIBOR Loans, to Convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Loans and Borrower shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Loans or LIBOR Bid Rate Loans, either (x) prepay the affected LIBOR Loans or LIBOR Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR Loans into Base Rate Loans in accordance with Section 2.12 or convert the rate of interest under the affected LIBOR Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.12.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, no more than ten separate Loans shall be outstanding at any one time, with, for purposes of this Section, all Base Rate Loans constituting one Loan, and all LIBO Rate Loans for the same Interest Period constituting one Loan. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest any interest rate for any LIBO Rate Loan for any Interest PeriodPeriod therefor: (1a) Administrative the Agent reasonably determines (which determination shall be conclusive, absent manifest error) that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest "LIBO Rate” " in Section 1.01 1.2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates the rate of interest for the LIBOR Loans or Bid Rate Loans such Loan as provided in this Agreement; or (2b) a Bank reasonably determines the Agent or the Required Lenders determine (which determination shall be conclusive, absent manifest error) and promptly notifies Administrative Agent that the relevant rates of interest referred to in the definition of “LIBOR Interest "LIBO Rate” " in Section 1.01 1.2 upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Loans such Loan for such Interest Period is to be determined do not adequately cover the cost to such Bank the Lenders of making or maintaining such LIBOR Loan or Bid Rate Loan for such Interest Period; , then Administrative the Agent shall give Borrower the Borrowers and the Lenders prompt notice thereof, ; and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) Lenders shall be under no obligation to permit Elections of LIBOR Loans, make LIBO Rate Loans or to Convert convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Loans LIBO Rate Loans, and Borrower the Borrowers shall, on the last day(s) day of the then current Interest Period(s) Period for the affected each outstanding LIBOR Loans or Bid LIBO Rate LoansLoan, either (x) prepay the affected LIBOR Loans such LIBO Rate Loan or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR Loans convert such Loan into a Base Rate Loans Loan in accordance with Section 2.12 or convert 2.13. During the 30 days next succeeding the giving of such notice by the Agent to the Borrowers, the Borrowers, the Agent and each of the Lenders shall negotiate in good faith in order to arrive at a mutually satisfactory interest rate for the rates of interest under referred to in the affected Bid definition "LIBO Rate" or "Adjusted LIBO Rate" for proposed LIBO Rate Loans. If within such 30-day period the Borrowers, the Agent and the Lenders shall agree in writing upon a substitute interest rate and the effective date thereof, such substituted interest rate shall be applicable to all requests by the Borrowers for proposed LIBO Rate Loans. During any period when the borrowing of LIBO Rate Loans is suspended or when an alternative interest rate is in force pursuant to this subsection, the Agent, in consultation with the Lenders, shall periodically, at least once a month, determine whether circumstances are such that the interest rates referred to in the definitions of "LIBO Rate" or "Adjusted LIBO Rate" may again be determined. If such a determination is made, the Agent shall forthwith give written notice to the rate applicable to Base Rate Loans by following Borrowers and each Lender, whereupon the same procedures as are applicable for Conversions into Base Rate Loans set forth Agent, the Borrowers and the Lenders shall begin redetermining the "LIBO Rate" and the "Adjusted LIBO Rate" in Section 2.12accordance with the terms of the definitions thereof.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, If on or prior to the determination first day of the LIBOR any Interest Rate Period for any Interest PeriodEurodollar Loan: (1a) Administrative the Agent reasonably determines (which determination shall be conclusive) that quotations by reason of interest rates for circumstances affecting the relevant deposits referred to in market, adequate and reasonable means do not exist for ascertaining the definition of “LIBOR Adjusted LIBO Rate or the LIBO Rate as applicable, for such Interest Rate” in Section 1.01 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Loans as provided in this AgreementPeriod; or (2b) a Bank reasonably determines the Majority Banks determine (which determination shall be conclusive) and promptly notifies Administrative notify the Agent that the relevant rates of interest referred to in Adjusted LIBO Rate plus the definition of “LIBOR Interest Rate” in Section 1.01 upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Loans for such Interest Period is to be determined do Applicable Margin will not adequately cover and fairly reflect the cost to such Bank the Banks of making or maintaining such LIBOR Loan or Bid Rate Loan funding Eurodollar Loans for such Interest Period; then Administrative the Agent shall give the Borrower prompt notice thereofthereof specifying the relevant Type of Loans and the relevant amounts or periods, and so long as such condition remains in effect, until the Agent notifies the Borrower and the Banks (or, in the case of that the circumstances described in clause giving rise to such notice no longer exist, (2i) above, the affected Bank) Banks shall be under no obligation to permit Elections make additional Loans of LIBOR Loanssuch Type, to Convert Base Rate continue Loans into LIBOR Loans of such Type, or to Continue LIBOR convert Loans and of any other Type into Loans of such Type, (ii) the Borrower shall, on the last day(s) of the then current Interest Period(s) for the outstanding Loans of the affected outstanding LIBOR Type, either prepay such Loans or Bid Rate Loans, either (x) prepay the affected LIBOR Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR convert such Loans into Base Rate Loans another Type of Loan in accordance with the terms of this Agreement, (iii) any Notice of Rate Change/Continuation that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be ineffective, and (iv) if any Borrowing Request requests a Eurodollar Revolving Borrowing, such Borrowing shall be made as an ABR Borrowing. Each Bank will use reasonable efforts to designate a different Applicable Lending Office if such designation will avoid the effects of this Section 2.12 or convert 3.3 and will not, in the rate judgment of interest under the affected Bid Rate Loans such Bank, be otherwise disadvantageous to the rate applicable it. The Borrower hereby agrees to Base Rate Loans pay all reasonable costs and expenses incurred by following the same procedures as are applicable for Conversions into Base Rate Loans set forth any Bank in Section 2.12connection with any such designation.

Limitation on Types of Loans. Anything herein to the contrary ---------------------------- notwithstanding, if, on or prior to the determination of the LIBOR Interest any Fixed Base Rate for any Interest Period: (1a) the Administrative Agent reasonably determines (determines, which determination shall be conclusive) , that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest "Fixed Base Rate” " in Section 1.01 hereof are not being provided in the relevant amounts or Currencies or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid either Type of Fixed Rate Loans as provided in this Agreementherein; or (2b) with respect to any Tranche, the Majority Tranche Lenders under such Tranche determine (or any Lender that has outstanding a Bank reasonably determines (Money Market Quote with respect to a LIBOR Market Loan determines), which determination shall be conclusive, and notify (or notifies, as the case may be) and promptly notifies the Administrative Agent that the relevant rates of interest referred to in the definition of “LIBOR Interest "Fixed Base Rate” " in Section 1.01 hereof upon the basis of which the rate of interest for Eurocurrency Loans (or LIBOR Loans or Bid Rate Loans Market Loans, as the case may be) in any Currency for such Interest Period under such Tranche is to be determined do will not adequately cover and fairly reflect the cost to such Bank Lenders (or to such quoting Lender) of making or maintaining Eurocurrency Loans (or LIBOR Market Loans, as the case may be) in such LIBOR Loan or Bid Rate Loan Currency for such Interest Period; then the Administrative Agent shall give each affected Borrower and Lender prompt notice thereofthereof and, and so long as such condition remains in effect, the Banks Lenders (or, in the case of the circumstances described in clause (2) above, the affected Bankor such quoting Lender) shall be under no obligation to permit Elections of LIBOR Loans, to Convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Loans and Borrower shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Loans or Bid Rate Loans, either (x) prepay the affected LIBOR Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR Loans into Base Rate make additional Eurocurrency Loans in accordance with Section 2.12 or convert the rate of interest under the affected Bid Rate Loans such Currency, and such Lender shall no longer be obligated to the rate applicable make any LIBOR Market Loan in such Currency that it has offered to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.12make.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, If on or prior to the determination first day of the LIBOR any Interest Rate Period for any Interest PeriodEurocurrency Loan or CDOR Loan: (1a) the Administrative Agent reasonably determines or the Majority Lenders shall have determined (which determination shall be conclusive) that quotations of interest rates for any reason it has become impossible or impracticable to determine the relevant deposits referred to in Adjusted LIBO Rate, the definition of “LIBOR Adjusted EURIBO Rate, or the CDOR Rate, as applicable, for such Interest Rate” in Section 1.01 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Loans as provided in this AgreementPeriod; or (2b) a Bank reasonably determines the Majority Lenders determine (which determination shall be conclusive) and promptly notifies notify the Administrative Agent that the relevant rates of interest referred to in Adjusted LIBO Rate, the definition of “LIBOR Interest Adjusted EURIBO Rate or the CDOR Rate” in Section 1.01 upon , as the basis of which the rate of interest for LIBOR Loans or Bid Rate Loans case may be, for such Interest Period is to be determined do will not adequately cover and fairly reflect the cost to such Bank the Lenders of making or maintaining such LIBOR Loan Eurocurrency Loans or Bid Rate Loan CDOR Loans, as applicable, for such Interest Period; then , the Administrative Agent shall give the Borrower and the Lenders prompt notice thereof, and so long as such condition remains in effect, until the Banks (or, in Administrative Agent notifies the case of Borrower and the Lenders that the circumstances described in clause giving rise to such notice no longer exist, (2i) above, the affected Bank) Lenders shall be under no obligation to permit Elections maintain their commitment to make, or to make, additional Eurocurrency Loans of LIBOR Loansany affected Type or CDOR Loans for, to Convert Base continue Eurocurrency Loans of any affected Type or CDOR Loans for, or convert CB Floating Rate Loans into LIBOR Eurocurrency Loans of any affected Type or to Continue LIBOR Canadian Prime Loans and Borrower shallinto CDOR Loans for, such Interest Period, (ii) on the last day(s) of the then then-current Interest Period(s) for any outstanding Eurocurrency Loans of each affected Type and Interest Period or CDOR Loans, as applicable, (A) the affected outstanding LIBOR Applicable Borrower shall either (y) prepay such Eurocurrency Loans or Bid CDOR Loans, as applicable, or (z) convert such Eurocurrency Loans denominated in US Dollars into CB Floating Rate Loans, either (x) prepay the affected LIBOR Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR and such CDOR Loans into Base Rate Canadian Prime Loans, and (B) any Eurocurrency Loans of each affected Type denominated in Sterling or Euro shall bear interest at such rate as the Applicable Agent shall determine adequately and fairly reflects the cost of each affected Lender of making or maintaining its Loans included in such Borrowing for such Interest Period plus the Applicable Margin, in each case in accordance with Section 2.12 the terms of this Agreement or convert continue such Loans for an Interest Period not so affected, (iii) any Notice of Rate Change/Continuation that requests the rate conversion of interest under any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing of any affected Type or CDOR Borrowing, as applicable, for such Interest Period shall be ineffective, and (iv) if any Notice of Borrowing requests a Eurocurrency Borrowing in US Dollars (if such Eurocurrency Borrowing is the affected Bid Type) or a CDOR Borrowing, as applicable, for such Interest Period, such Borrowing shall be made as a CB Floating Rate Loans Borrowing or Canadian Prime Borrowing, as applicable, and if any Notice of Borrowing requests a Eurocurrency Borrowing in Sterling or Euro (if such Eurocurrency Borrowing is the affected Type), as applicable, for such Interest Period, such Borrowing shall bear interest at such rate as the Applicable Agent shall determine adequately and fairly reflects the cost to the rate applicable affected Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period plus the Applicable Margin. Each Lender will use reasonable efforts to Base Rate designate a different lending office for funding or booking its Loans hereunder or assign its rights and obligations hereunder to another of its offices, branches or affiliates, if such designation or assignment will avoid the effects of this Section 3.3 and will not, in the judgment of such Lender, be otherwise materially disadvantageous to it. The Applicable Borrower hereby agrees to pay all reasonable costs and expenses incurred by following the same procedures as are applicable for Conversions into Base Rate Loans set forth any Lender in Section 2.12connection with any such designation or assignment.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the any LIBOR Interest Base Rate for any Interest PeriodPeriod for any Eurodollar Loans or determination of the Fed Funds Rate for any Fed Funds Rate Loans: (1a) Administrative the Agent reasonably determines (which determination shall be conclusive) that quotations of interest rates for the relevant deposits referred to in the definition of “"LIBOR Interest Base Rate” in Section 1.01 " or "Fed Funds Rate," as the case may be, are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans Base Rate for such Interest Period or Bid the Fed Funds Rate Loans for such day, as the case may be, as provided in this Agreementherein; or (2b) a any Bank reasonably determines (which determination shall be conclusive) and promptly notifies Administrative the Agent that the relevant rates of interest referred to in the definition of “(i) "LIBOR Interest Base Rate” in Section 1.01 upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Loans " for such Interest Period is are not likely to be determined do not adequately cover the cost to such Bank of making or maintaining such LIBOR Loan or Bid Rate its Eurodollar Loan for such Interest PeriodPeriod or (ii) "Fed Funds Rate" are not likely to adequately cover the cost of such Bank of making or maintaining its Fed Funds Rate Loans; then Administrative with respect to Loans of the affected type, the Agent shall give the Borrower and each Bank prompt notice thereof, and so long as such condition remains in effect, the affected Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) shall be under no obligation to permit Elections make or Continue Loans of LIBOR Loans, to Convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Loans the affected type and the Borrower shall, shall either prepay (on the last day(s) day of the then current Interest Period(sPeriod for any outstanding Eurodollar Loans) for each affected Bank’s Loans of the affected type or Convert (on the last day of the current Interest Period for any outstanding LIBOR Eurodollar Loans) such Loans or Bid Rate Loans, either (x) prepay the to a type which are not so affected LIBOR Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR Loans into Base Rate Loans in accordance with Section 2.12 or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.121.4 hereof.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, If on or prior to the determination first day of the LIBOR any Interest Rate Period for any Interest PeriodEurocurrency Loan or CDOR Loan: (1a) the Administrative Agent reasonably determines or the Majority Lenders shall have determined (which determination shall be conclusive) that quotations of interest rates for any reason it has become impossible or impracticable to determine the relevant deposits referred to in Adjusted LIBO Rate, the definition of “LIBOR Adjusted EURIBO Rate, or the CDOR Rate, as applicable, for such Interest Rate” in Section 1.01 are not being provided in Period; or the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Loans as provided in this Agreement; or (2) a Bank reasonably determines Majority Lenders determine (which determination shall be conclusive) and promptly notifies notify the Administrative Agent that the relevant rates of interest referred to in Adjusted LIBO Rate, the definition of “LIBOR Interest Adjusted EURIBO Rate or the CDOR Rate” in Section 1.01 upon , as the basis of which the rate of interest for LIBOR Loans or Bid Rate Loans case may be, for such Interest Period is to be determined do will not adequately cover and fairly reflect the cost to such Bank the Lenders of making or maintaining such LIBOR Loan Eurocurrency Loans or Bid Rate Loan CDOR Loans, as applicable, for such Interest Period; then , the Administrative Agent shall give the Borrower and the Lenders prompt notice thereof, and so long as such condition remains in effect, until the Banks (or, in Administrative Agent notifies the case of Borrower and the Lenders that the circumstances described in clause giving rise to such notice no longer exist, (2i) above, the affected Bank) Lenders shall be under no obligation to permit Elections maintain their commitment to make, or to make, additional Eurocurrency Loans of LIBOR Loansany affected Type or CDOR Loans for, to Convert Base Rate continue Eurocurrency Loans of any affected Type or CDOR Loans for, or convert ABR Loans into LIBOR Eurocurrency Loans of any affected Type or to Continue LIBOR Canadian Prime Loans and Borrower shallinto CDOR Loans for, such Interest Period, (ii) on the last day(s) of the then then-current Interest Period(s) for the any outstanding Eurocurrency Loans of each affected outstanding LIBOR Loans Type and Interest Period or Bid Rate CDOR Loans, as applicable, (A) the Applicable Borrower shall either (x) prepay the affected LIBOR Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR prepay such Eurocurrency Loans or CDOR Loans, as applicable, or (z) convert such Eurocurrency Loans denominated in US Dollars into ABR Loans, and such CDOR Loans into Base Rate Canadian Prime Loans, and (B) any Eurocurrency Loans of each affected Type denominated in Sterling or Euro shall bear interest at such rate as the Applicable Agent shall determine adequately and fairly reflects the cost of each affected Lender of making or maintaining its Loans included in such Borrowing for such Interest Period plus the Applicable Margin, in each case in accordance with Section 2.12 the terms of this Agreement or convert continue such Loans for an Interest Period not so affected, (iii) any Notice of Rate Change/Continuation that requests the rate conversion of interest under any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing of any affected Type or CDOR Borrowing, as applicable, for such Interest Period shall be ineffective, and (iv) if any Notice of Borrowing requests a Eurocurrency Borrowing in US Dollars (if such Eurocurrency Borrowing is the affected Bid Rate Loans Type) or a CDOR Borrowing, as applicable, for such Interest Period, such Borrowing shall be made as an ABR Borrowing or a Canadian Prime Borrowing, as applicable, and if any Notice of Borrowing requests a Eurocurrency Borrowing in Sterling or Euro (if such Eurocurrency Borrowing is the affected Type), as applicable, for such Interest Period, such Borrowing shall bear interest at such rate as the Applicable Agent shall determine adequately and fairly reflects the cost to the rate applicable affected Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period plus the Applicable Margin. Each Lender will use reasonable efforts to Base Rate designate a different lending office for funding or booking its Loans hereunder or assign its rights and obligations hereunder to another of its offices, branches or affiliates, if such designation or assignment will avoid the effects of this Section 3.3 and will not, in the judgment of such Lender, be otherwise materially disadvantageous to it. The Applicable Borrower hereby agrees to pay all reasonable costs and expenses incurred by following the same procedures as are applicable for Conversions into Base Rate Loans set forth any Lender in Section 2.12connection with any such designation or assignment.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest Libor Rate for any Interest PeriodPeriod for any Eurodollar Loan: (1a) Administrative Agent reasonably determines (determines, which determination shall be conclusive) , that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest Rate” in Section 1.01 Libor Rate are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Eurodollar Loans as provided in this Agreementherein; or (2b) a Bank reasonably determines (the Required Lenders determine, which determination shall be conclusive) , and promptly notifies notify Administrative Agent that the relevant rates of interest referred to in the definition of “LIBOR Interest Rate” in Section 1.01 Libor Rate upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Eurodollar Loans for such Interest Period is to be determined do are not likely adequately to cover the cost to such Bank Lenders of making or maintaining such LIBOR Loan or Bid Rate Loan Eurodollar Loans for such Interest Period; then Administrative Agent shall give Borrower Borrowers and each Lender prompt notice thereofthereof and, and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) Lenders shall be under no obligation to permit Elections of LIBOR make additional Eurodollar Loans, to Convert Base Rate Loans into LIBOR Continue Eurodollar Loans or to Continue LIBOR Convert Loans of any other Type into Eurodollar Loans, and Borrower shallBorrowers may, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Eurodollar Loans, at Borrower’s election, either prepay such Loans or Bid such Loans shall be automatically Converted into Prime Rate Loans. If, either (xpursuant to the provisions of Section 2.7(2)(a) prepay the affected LIBOR above, Eurodollar Loans or Bid have been Converted to Prime Rate Loans pursuant but thereafter the Libor Rate can again be determined as provided in the definition of the Libor Rate set forth herein, the Administrative Agent shall provide prompt written notice to Section 3.07 or (y) Convert the affected LIBOR Loans into Base Borrowers and the Lenders, and such Prime Rate Loans shall be Converted back to Eurodollar Loans on the Libor Reset Date that occurs not less than thirty (30) days after the Administrative Agent provides the written notice referenced in accordance with Section 2.12 or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.12previous sentence.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest Rate for any Interest Period: (1) Administrative Agent reasonably determines (which determination shall be conclusiveconclusive so long as made on a reasonable basis) that quotations of interest rates for the relevant deposits referred to in the definition of “"LIBOR Interest Rate” " in Section 1.01 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Loans as provided in this Agreement; or (2) a Bank reasonably determines (which determination shall be conclusiveconclusive so long as made on a reasonable basis) and promptly notifies Administrative Agent that the relevant rates of interest referred to in the definition of “"LIBOR Interest Rate” " in Section 1.01 upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Loans for such Interest Period is to be determined do not adequately cover the cost to such Bank of making or maintaining such LIBOR Loan or Bid Rate Loan for such Interest Period; then Administrative Agent shall give Borrower prompt notice thereof, and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) shall be under no obligation to permit Elections of LIBOR Loans, to Convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Loans and Borrower shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Loans or Bid Rate Loans, either (x) prepay the affected LIBOR Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR Loans into Base Rate Loans in accordance with Section 2.12 2.11 or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.122.11.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest any Eurodollar Base Rate for any Interest Period: (1a) the Administrative Agent reasonably determines (determines, which determination shall be conclusive) , that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest "Eurodollar Base Rate” " in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Eurodollar Loans as provided in this Agreementherein; or (2b) a Bank reasonably determines (if the related Loans are Revolving Credit Loans, the Majority Revolving Credit Lenders, or if the related Loans are Term Loans, the Majority Term Loan Lenders, determine, which determination shall be conclusive) , and promptly notifies notify the Administrative Agent that the relevant rates of interest referred to in the definition of “LIBOR Interest "Eurodollar Base Rate” " in Section 1.01 hereof upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Eurodollar Loans for such Interest Period is to be determined do are not likely adequately to cover the cost to such Bank Lenders of making or maintaining such LIBOR Loan or Bid Rate Loan Eurodollar Loans for such Interest Period; then the Administrative Agent shall give each Borrower and each Lender prompt notice thereofthereof and, and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) Lenders shall be under no obligation to permit Elections of LIBOR make additional Eurodollar Loans, to Continue Eurodollar Loans or to Convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Loans Eurodollar Loans, and each Borrower shall, on the last day(s) of the then current Interest Credit Agreement ---------------- Period(s) for the affected outstanding LIBOR Loans or Bid Rate Eurodollar Loans, either (x) prepay the affected LIBOR such Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR such Loans into Base Rate Loans in accordance with Section 2.12 or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.122.09 hereof.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest Rate for any Interest Period: (1) Administrative Agent reasonably determines (which determination shall be conclusive) ), and provides Borrower, in writing, with reasonable detail supporting such determination, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest RateLIBOR” in Section 1.01 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Loans as provided in this Agreement; or (2) a Bank reasonably determines (which determination shall be conclusive) ), and provides Borrower, in writing, with reasonable detail supporting such determination, and promptly notifies Administrative Agent that the relevant rates of interest referred to in the definition of “LIBOR Interest RateLIBOR” in Section 1.01 upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Loans for such Interest Period is to be determined do not adequately cover the cost to such Bank of making or maintaining such LIBOR Loan or Bid Rate Loan for such Interest Period; then Administrative Agent shall give Borrower prompt notice thereof, and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) shall be under no obligation to permit Elections of LIBOR Loans, to Convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Loans and Borrower shall, on the last day(s) of the then then-current Interest Period(s) for the affected outstanding LIBOR Loans or Bid Rate Loans, either (x) prepay the affected LIBOR Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR Loans into Base Rate Loans in accordance with Section 2.12 or convert the rate of interest under the affected Bid Rate LIBOR Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.12.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest any Eurodollar Base Rate for any Interest Period: (1a) the Administrative Agent reasonably determines (determines, which determination shall be conclusive) , that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest "Eurodollar Base Rate” " in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Eurodollar Loans as provided in this Agreementherein; or (2b) a Bank reasonably determines (if the related Loans are Revolving Credit Loans, the Majority Revolving Credit Lenders or, if the related Loans are Tranche A Term Loans, the Majority Tranche A Credit Agreement 60 - 55 - Lenders or, if the related Loans are Tranche B Term Loans, the Majority Tranche B Lenders determine, which determination shall be conclusive) , and promptly notifies notify the Administrative Agent that the relevant rates of interest referred to in the definition of “LIBOR Interest "Eurodollar Base Rate” " in Section 1.01 hereof upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Eurodollar Loans for such Interest Period is to be determined do are not likely adequately to cover the cost to such Bank Lenders of making or maintaining such LIBOR Loan or Bid Rate Loan Eurodollar Loans for such Interest Period; then the Administrative Agent shall give Borrower the Company and each Lender prompt notice thereofthereof and, and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) Lenders shall be under no obligation to permit Elections of LIBOR make additional Eurodollar Loans, to Continue Eurodollar Loans or to Convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Loans Eurodollar Loans, and Borrower the Company shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Loans or Bid Rate Eurodollar Loans, either (x) prepay the affected LIBOR such Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR such Loans into Base Rate Loans in accordance with Section 2.12 or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.122.09 hereof.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, If on or prior to the determination first day of the LIBOR any Interest Rate Period for any Interest PeriodEurocurrency Rate Loan or any CDOR Loan: (1a) the Administrative Agent reasonably determines (which determination shall be conclusive) that quotations by reason of interest rates for circumstances affecting the relevant deposits referred to market, adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the LIBO Rate, the EURIBO Rate or the CDO Rate, as the case may be, for Loans in the definition of “LIBOR applicable currency for such Interest Rate” in Section 1.01 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Loans as provided in this AgreementPeriod; or (2b) a Bank reasonably determines the Required Lenders determine (which determination shall be conclusive) and promptly notifies notify the Administrative Agent that the relevant rates of interest referred to Adjusted LIBO Rate, LIBO Rate, EURIBO Rate or CDO Rate, as the case may be, for Loans in the definition applicable currency will not adequately and fairly reflect the cost to the Lenders of “LIBOR Interest Rate” in Section 1.01 upon the basis of which the rate of interest for LIBOR funding or maintaining Eurocurrency Rate Loans or Bid Rate CDOR Loans in such currency for such Interest Period is to be determined do not adequately cover the cost to such Bank of making or maintaining such LIBOR Loan or Bid Rate Loan for such Interest Period; then Administrative Agent shall give Borrower prompt notice thereof, and so long as such condition remains in effect, the Banks (or, in the case of any currency being affected by the circumstances described in clause (2a) aboveor this clause (b) being referred to as an “Affected Currency”); then the Administrative Agent shall give the Company prompt notice thereof specifying the affected amounts, periods or currencies. As promptly as practicable but in no event later than three Business Days after the giving of the required notice by the Administrative Agent with respect to such circumstances, the affected BankAdministrative Agent (in consultation with the Lenders) shall negotiate with the applicable Borrower or Borrowers in good faith to ascertain whether a substitute interest rate (a “Substitute Rate”) may be under no obligation agreed upon for the maintaining of Loans in the Affected Currency. Unless a Substitute Rate is agreed upon, (i) such Loans in any Affected Currency requested to permit Elections be made on the first day of LIBOR Loans, to Convert Base Rate such Interest Period (A) in the case of Loans into LIBOR Loans or to Continue LIBOR in US Dollars will be made Table of Contents as ABR Loans and Borrower shall(B) in the case of Loans in any Alternative Currency, will not be made, (ii) any outstanding Loans in an Affected Currency shall continue to bear interest at the rates applicable under Section 2.12 and shall (A) in the case of Loans in US Dollars, be converted into ABR Loans on the last day(s) day of the then then-current Interest Period(sPeriod with respect thereto and (B) for in the affected outstanding LIBOR case of Loans or Bid Rate Loansin any Alternative Currency, at the option of the Company, either (x) prepay be paid on the affected LIBOR Loans or Bid Rate Loans pursuant to Section 3.07 last day of the then-current Interest Period with respect thereto or (y) Convert be converted into ABR Loans denominated in US Dollars on the last day of the then-current Interest Period with respect thereto, at the Exchange Rate in effect on such day (it being agreed that at the request of any affected LIBOR Loans into Base Rate Lender (with a copy to the Administrative Agent), the applicable Borrower will pay to such Lender any additional amount required to compensate such Lender for any actual losses sustained by it as a result of such conversion of the currency of any Loan) and (iii) until such notice has been withdrawn by the Administrative Agent, no further Loans in accordance with Section 2.12 an Affected Currency that is an Alternative Currency shall be made or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures continued as are applicable for Conversions into Base Rate Loans set forth in Section 2.12such.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, If on or prior to the determination first day of the LIBOR any Interest Rate Period for any Interest PeriodEurocurrency Rate Loan: (1a) Administrative the Applicable Agent reasonably determines (which determination shall be conclusive) that quotations by reason of interest rates for circumstances affecting the relevant deposits referred to market, adequate and reasonable means do not exist for ascertaining the LIBO Rate or the EURIBO Rate, as the case may be, for Loans in the definition of “LIBOR applicable currency for such Interest Rate” in Section 1.01 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Loans as provided in this AgreementPeriod; or (2b) a Bank reasonably determines the Required Lenders determine (which determination shall be conclusive) and promptly notifies notify the Administrative Agent that the relevant rates of interest referred to LIBO Rate or EURIBO Rate, as the case may be, for Loans in the definition applicable currency will not adequately and fairly reflect the cost to the Lenders of “LIBOR Interest Rate” in Section 1.01 upon the basis of which the rate of interest for LIBOR Loans funding or Bid maintaining Eurocurrency Rate Loans in such currency for such Interest Period is to be determined do not adequately cover the cost to such Bank of making or maintaining such LIBOR Loan or Bid Rate Loan for such Interest Period; then Administrative Agent shall give Borrower prompt notice thereof, and so long as such condition remains in effect, the Banks (or, in the case of any currency being affected by the circumstances described in clause (2a) aboveor this clause (b) being referred to as an “Affected Currency”); then the Administrative Agent shall give the Company prompt notice thereof specifying the affected amounts, periods or currencies. As promptly as practicable but in no event later than three Business Days after the giving of the required notice by the Administrative Agent with respect to such circumstances, the affected BankAdministrative Agent (in consultation with the Lenders) shall negotiate with the applicable Borrower or Borrowers in good faith to ascertain whether a substitute interest rate (a “Substitute Rate”) may be under no obligation agreed upon for the maintaining of Loans in the Affected Currency. Unless a Substitute Rate is agreed upon, (i) such Loans in any Affected Currency requested to permit Elections be made on the first day of LIBOR such Interest Period (A) in the case of Loans in US Dollars (other than Competitive Bid Loans) will be made as ABR Loans and (B) in the case of Loans in any Alternative Currency or Competitive Bid Loans, will not be made, (ii) any outstanding Loans in an Affected Currency shall continue to Convert Base Rate bear interest at the rates applicable under Section 2.13 and shall (A) in the case of Loans in US Dollars (other than Competitive Bid Loans), be converted into LIBOR ABR Loans or to Continue LIBOR Loans and Borrower shall, on the last day(s) day of the then then-current Interest Period(sPeriod with respect thereto, (B) for in the affected outstanding LIBOR case of Loans or in any Alternative Currency (other than Competitive Bid Rate Loans), at the option of the Company, either (x) prepay be paid on the affected LIBOR Loans or Bid Rate Loans pursuant to Section 3.07 last day of the then-current Interest Period with respect thereto or (y) Convert be converted into ABR Loans denominated in US Dollars on the last day of the then-current Interest Period with respect thereto, at the Exchange Rate in effect on such day (it being agreed that at the request of any affected LIBOR Loans into Base Rate Lender (with a copy to the Administrative Agent), the applicable Borrower will pay to such Lender any additional amount required to compensate such Lender for any actual losses sustained by it as a result of such conversion of the currency of any Loan) and (C) in the case of Competitive Bid Loans, be due and payable on the last day of the then-current Interest Period with respect thereto, and (iii) until such notice has been withdrawn by the Administrative Agent, no further Loans in accordance with Section 2.12 an Affected Currency that is an Alternative Currency shall be made or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures continued as are applicable for Conversions into Base Rate Loans set forth in Section 2.12such.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, If on or prior to the determination first day of the LIBOR any Interest Rate Period for any Interest PeriodFixed Rate Loan: (1a) Administrative the Applicable Facility Agent reasonably in the Facility in which such Fixed Rate Loan is to be made or Continued or Converted determines (which determination shall be conclusive) that quotations by reason of interest rates for circumstances affecting the relevant deposits referred to in market, adequate and reasonable means do not exist for ascertaining the definition of “LIBOR Eurodollar Rate or Offshore Rate or Canadian Facility BA Rate, as the case may be, for such Interest Rate” in Section 1.01 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Loans as provided in this AgreementPeriod; or (2b) a Bank reasonably determines the Required Fronting Lenders in the Facility in which such Fixed Rate Loan is to be made or Continued or Converted determine (which determination shall be conclusive) and promptly notifies Administrative notify the Applicable Facility Agent and the Global Agent that (i) the relevant rates Eurodollar Rate will not adequately and fairly reflect the cost to the Lenders in such Facility of interest referred to in the definition of “LIBOR Interest Rate” in Section 1.01 upon the basis of which the rate of interest for LIBOR Loans or Bid funding Fixed Rate Loans for such Interest Period is to be determined do or (ii) that the Offshore Rate does not adequately cover represent, in the case of the UK Facility Lenders, the effective cost to those Lenders for deposits in the Applicable Currency of comparable amounts for the applicable Interest Period or, in the case of the Australian Facility Lenders, the effective bid rate for bills of exchange of such Bank of making or maintaining such LIBOR Loan or Bid Rate Loan tenor in Australian Dollars for such Lenders or (iii) that the Canadian Facility BA Rate does not represent, in the case of the Canadian Facility Lenders, the effective cost to those Lenders for banker's acceptances of comparable amounts for the applicable Interest Period; then Administrative the Applicable Facility Agent shall give Borrower the Applicable Borrowers prompt notice thereofthereof specifying the relevant Type of Loans and the relevant amounts or periods, and so long as such condition remains in effect, the Banks (or, Applicable Lenders in the case of the circumstances described in clause (2) above, the affected Bank) such Facility or Facilities shall be under no obligation to permit Elections make additional Loans of LIBOR Loanssuch Type, Continue Loans of such Type, or to Convert Base Rate Loans of any other Type into LIBOR Loans or to Continue LIBOR Loans of such Type and the Applicable Borrower shall, on the last day(s) of the then current Interest Period(s) for the outstanding Loans of the affected outstanding LIBOR Type, either repay such Loans or Bid Rate Loans, either (x) prepay the affected LIBOR Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR such Loans into Base Rate Loans another Type of Loan in accordance with Section 2.12 or convert the rate terms of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.12this Agreement.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the any LIBOR Interest Base Rate for any Interest Period: (1i) the Administrative Agent reasonably determines (determines, which determination shall be conclusive) , absent manifest error, that quotations of interest rates for the relevant deposits referred to in the definition of “"LIBOR Interest Base Rate” " in Section 1.01 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Loans as provided in this Agreementherein; or (2ii) a Bank reasonably determines (if the related Loans are Revolving Credit Loans, the Majority Revolving Credit Lenders or, if the related Loans are Term Loans, the Majority Term Loan Lenders, determine, which determination shall be conclusive) and promptly notifies Administrative Agent , that the relevant rates of interest referred to in the definition of “"LIBOR Interest Base Rate” " in Section 1.01 upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Loans for such Interest Period is to be determined do are not adequately likely adequate to cover the cost to such Bank the applicable Lenders of making or maintaining such LIBOR Loan or Bid Rate Loan Loans for such Interest Period; , then the Administrative Agent shall give Borrower and each Lender prompt notice thereof, and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) Lenders shall be under no obligation to permit Elections make additional LIBOR Loans (but shall make their portion of LIBOR any additional Borrowings as ABR Loans), to Convert Base Rate Loans into Continue LIBOR Loans or to Continue Convert ABR Loans into LIBOR Loans and Borrower shall, on the last day(s) of the -52- then current Interest Period(s) for the affected outstanding LIBOR Loans or Bid Rate Loans, either (x) prepay the such Loans of such affected LIBOR Lenders or Convert such Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the of such affected LIBOR Loans Lenders into Base Rate ABR Loans in accordance with Section 2.12 or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.122.09.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest any Eurodollar Base Rate for any Interest Period: (1a) the Administrative Agent reasonably determines (determines, which determination shall be conclusive) conclusive if made in good faith, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest "Eurodollar Base Rate” " in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Eurodollar Loans as provided in this Agreementherein; oror CREDIT AGREEMENT (2b) a Bank reasonably determines (if the related Loans are Revolving Credit Loans, the Majority Revolving Credit Lenders or, if the related Loans are Term Loans, the Majority Term Loan Lenders determine, which determination shall be conclusive) conclusive if made in good faith, and promptly notifies notify the Administrative Agent that the relevant rates of interest referred to in the definition of “LIBOR Interest "Eurodollar Base Rate” " in Section 1.01 hereof upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Eurodollar Loans for such Interest Period is to be determined do are not likely adequately to cover the cost to such Bank Lenders of making or maintaining such LIBOR Loan or Bid Rate Loan Eurodollar Loans for such Interest Period; then the Administrative Agent shall give Borrower the Company and each Lender prompt notice thereofthereof and, and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) Lenders shall be under no obligation to permit Elections of LIBOR make additional Eurodollar Loans, to Continue Eurodollar Loans or to Convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Loans Eurodollar Loans, and Borrower the Company shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Loans or Bid Rate Eurodollar Loans, either (x) prepay the affected LIBOR such Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR such Loans into Base Rate Loans in accordance with Section 2.12 or convert 2.09 hereof. The Administrative Agent shall upon notice from the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as Majority Lenders that any such conditions are applicable for Conversions into Base Rate Loans set forth no longer in effect promptly withdraw any such notice delivered in connection with this Section 2.125.02.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, If on or prior to the determination first day of the LIBOR any Interest Rate Period for any Interest PeriodEurodollar Loan or CDOR Loan: (1a) Administrative the Applicable Agent reasonably determines (which determination shall be conclusive) that quotations by reason of interest rates for circumstances affecting the relevant deposits referred to in market, adequate and reasonable means do not exist for ascertaining the definition of “LIBOR Adjusted LIBO Rate, the LIBO Rate or the CDOR Rate, as applicable, for such Interest Rate” in Section 1.01 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Loans as provided in this AgreementPeriod; or (2b) a Bank reasonably determines the Majority Revolving Lenders or the Majority Term Lenders, as applicable, determine (which determination shall be conclusive) and promptly notifies Administrative notify the Applicable Agent that the relevant rates of interest referred to in Adjusted LIBO Rate plus the definition of “LIBOR Interest Rate” in Section 1.01 upon Applicable Margin or the basis of which CDOR Rate plus the rate of interest for LIBOR Loans or Bid Rate Loans for such Interest Period is to be determined do Applicable Margin, as applicable, will not adequately cover and fairly reflect the cost to such Bank the applicable Lenders of making funding Eurodollar Loans or maintaining such LIBOR Loan or Bid Rate Loan CDOR Loans, as applicable, for such Interest Period; then Administrative the Applicable Agent shall give the applicable Borrower prompt notice thereof, and so long as until the Applicable Agent notifies such condition remains in effect, Borrower and the Banks (or, in the case of applicable Lenders that the circumstances described in clause giving rise to such notice no longer exist, (2i) above, the affected Bank) applicable Lenders shall be under no obligation to permit Elections of LIBOR make additional Eurodollar Loans or CDOR Loans, to Convert Base Rate continue Eurodollar Loans or CDOR Loans, or convert ABR Loans into LIBOR Eurodollar Loans or to Continue LIBOR Canadian Prime Loans and into CDOR Loans, as applicable, (ii) the applicable Borrower shall, on the last day(s) of the then current Interest Period(s) for the affected any outstanding LIBOR Eurodollar Loans or Bid Rate CDOR Loans, as applicable, either (xy) prepay the affected LIBOR such Eurodollar Loans or Bid Rate Loans pursuant to Section 3.07 CDOR Loans, as applicable, or (yz) Convert the affected LIBOR convert such Eurodollar Loans into Base Rate ABR Loans or such CDOR Loans into Canadian Prime Loans, as applicable, in each case in accordance with the terms of this Agreement, (iii) any Notice of Rate Change/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing or CDOR Borrowing, as applicable, shall be ineffective, and (iv) if any Borrowing Request requests a Eurodollar Borrowing or CDOR Borrowing, as applicable, such Borrowing shall be made as an ABR Borrowing or Canadian Prime Borrowing, as applicable. Each Lender will use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or assign its rights and obligations hereunder to another of its offices, branches or affiliates, if such designation or assignment will avoid the effects of this Section 2.12 3.3 and will not, in the judgment of such Lender, be otherwise disadvantageous to it. The applicable Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.12assignment.

Limitation on Types of Loans. Anything herein to the contrary ---------------------------- notwithstanding, if, on or prior to the determination of the any LIBOR Interest Base Rate for any Interest Period: (1I) the Administrative Agent reasonably determines (determines, which determination shall be conclusive) , that quotations of interest rates for the relevant deposits referred to in the definition of “"LIBOR Interest Base Rate” " in Section 1.01 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Loans as provided in this Agreementherein; or (2II) a Bank reasonably determines (if the related Loans are Revolving Credit Loans, the Majority Revolving Credit Lenders or, if the related Loans are Tranche A Term Loans, the Majority Tranche A Term Loan Lenders or, if the related Loans are Tranche B Term Loans, the Majority Tranche B Term Loan Lenders, determine, which determination shall be conclusive) and promptly notifies Administrative Agent , that the relevant rates of interest referred to in the definition of “"LIBOR Interest Base Rate” " in Section 1.01 upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Loans for such Interest Period is to be determined do are not adequately likely adequate to cover the cost to such Bank the applicable Lenders of making or maintaining such LIBOR Loan or Bid Rate Loan Loans for such Interest Period; , then the Administrative Agent shall give Borrower and each Lender prompt notice thereof, and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) Lenders shall be under no obligation to permit Elections of make additional LIBOR Loans, to Continue LIBOR Loans or to Convert Alternate Base Rate Loans into LIBOR Loans or to Continue LIBOR Loans and Borrower shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Loans or Bid Rate Loans, either (x) prepay the affected LIBOR such Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR such Loans into Alternate Base Rate Loans in accordance with Section 2.12 or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.122.09.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, If on or prior to the determination first day of the LIBOR any Interest Rate Period for any Interest PeriodEurodollar Loan: (1a) Administrative the Agent reasonably determines (which determination shall be conclusive) that quotations by reason of interest rates for circumstances affecting the relevant deposits referred to in market, adequate and reasonable means do not exist for ascertaining the definition of “LIBOR Adjusted LIBO Rate or the LIBO Rate as applicable, for such Interest Rate” in Section 1.01 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Loans as provided in this AgreementPeriod; or (2b) a Bank reasonably determines the Majority Banks determine (which determination shall be conclusive) and promptly notifies Administrative notify the Agent that the relevant rates of interest referred to in Adjusted LIBO Rate plus the definition of “LIBOR Interest Rate” in Section 1.01 upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Loans for such Interest Period is to be determined do Applicable Margin will not adequately cover and fairly reflect the cost to such Bank the Banks of making or maintaining such LIBOR Loan or Bid Rate Loan funding Eurodollar Loans for such Interest Period; then Administrative the Agent shall give the Borrower prompt notice thereofthereof specifying the relevant Type of Loans and the relevant amounts or periods, and so long as such condition remains in effect, until the Agent notifies the Borrower and the Banks (or, in the case of that the circumstances described in clause giving rise to such notice no longer exist, (2i) above, the affected Bank) Banks shall be under no obligation to permit Elections make additional Loans of LIBOR Loanssuch Type, to Convert Base Rate continue Loans into LIBOR Loans of such Type, or to Continue LIBOR convert Loans and of any other Type into Loans of such Type, (ii) the Borrower shall, on the last day(s) of the then current Interest Period(s) for the outstanding Loans of the affected outstanding LIBOR Type, either prepay such Loans or Bid Rate Loans, either (x) prepay the affected LIBOR Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR convert such Loans into Base Rate Loans another Type of Loan in accordance with the terms of this Agreement, (iii) any Notice of Rate Change/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective, and (iv) if any Borrowing Request requests a Eurodollar Revolving Borrowing, such Borrowing shall be made as a Canadian Prime Rate Borrowing. Each Bank will use reasonable efforts to designate a different Applicable Lending Office if such designation will avoid the effects of this Section 2.12 or convert 3.4 and will not, in the rate judgment of interest under the affected Bid Rate Loans such Bank, be otherwise disadvantageous to the rate applicable it. The Borrower hereby agrees to Base Rate Loans pay all reasonable costs and expenses incurred by following the same procedures as are applicable for Conversions into Base Rate Loans set forth any Bank in Section 2.12connection with any such designation.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest Rate for any Interest Period: (1a) Administrative the Agent reasonably determines (which determination shall be conclusive) has notified the Lender that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest "Eurodollar Base Rate” " in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Eurodollar Loans as provided in this Agreementherein; or (2b) a Bank reasonably determines the Agent has notified the Lender that the Majority Lenders have notified the Agent that: (which determination shall be conclusivei) and promptly notifies Administrative Agent that the relevant rates of interest referred to in the definition of “LIBOR Interest "Eurodollar Base Rate” " in Section 1.01 hereof upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Eurodollar Loans for such Interest Period is to be determined do are not adequately likely to be adequate to cover the cost to such Bank any lender under the Funding Credit Agreement of making or maintaining such LIBOR Loan or Bid Rate Loan Eurodollar Loans for such Interest Period; (ii) by reason of circumstances affecting financial markets inside or outside Canada, deposits of U.S. Dollars are unavailable to the lenders under the Funding Credit Agreement in such markets; then Administrative or (iii) the making or continuation of any Eurodollar Loan has been made impracticable: (A) by the occurrence of a contingency (other than a mere increase in rates payable by any lender under the Funding Credit Agreement to fund such loan) which materially and adversely affects the funding of a Loan at any interest rate computed on the basis of Eurodollar Base Rate, or (B) by reason of: (i) any law or the interpretation or application thereof by any official body; (ii) compliance by a lender under the Funding Credit Agreement with any guideline, official directive or request from any central bank or other official body (whether or not having the force of law); or (iii) a change since the date of this Agreement in any relevant financial market, which results in the Eurodollar Base Rate no longer representing the effective cost to any lender under the Funding Credit Agreement of deposits in such market for a relevant Interest Period or other applicable period; and the Agent gives the Lender (who shall give Borrower prompt notice thereofto the Borrowers) prompt notice thereof and, and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) Lender shall be under no obligation to permit Elections of LIBOR make additional Eurodollar Loans, to Continue Eurodollar Loans or to Convert Canadian Prime Loans, U.S. Base Rate Loans or BA Loans into LIBOR Loans or to Continue LIBOR Loans Eurodollar Loans, depending upon which of those loans is affected by such condition, and Borrower the Borrowers shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Loans or Bid Rate Eurodollar Loans, either (x) prepay the affected LIBOR such Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR such Loans into U.S. Base Rate Loans in accordance with Section 2.12 or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to 2.10 hereof if making U.S. Base Rate Loans is not affected by following such condition; PROVIDED that the same procedures as are applicable for Conversions into Lender shall be under no obligation to make additional U.S. Base Rate Loans set forth in Section 2.12or Eurodollar Loans or to Convert Canadian Prime Loans, BA Loans, U.S. Base Rate Loans or Eurodollar Loans into Eurodollar Loans or U.S. Base Rate Loans if deposits of U.S. Dollars are unavailable to lenders under the Funding Credit Agreement.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest Rate for any Interest Period: (1) Administrative Agent reasonably determines (which determination shall be conclusive) that quotations of interest rates for the relevant deposits referred to in the definition of “"LIBOR Interest Rate” " in Section 1.01 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Loans as provided in this Agreement; or (2) a Bank reasonably determines (which determination shall be conclusive) and promptly notifies Administrative Agent that the relevant rates of interest referred to in the definition of “"LIBOR Interest Rate” " in Section 1.01 upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Loans for such Interest Period is to be determined do not adequately cover the cost to such Bank of making or maintaining such LIBOR Loan or Bid Rate Loan for such Interest Period; then Administrative Agent shall give Borrower prompt notice thereof, and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) shall be under no obligation to permit Elections of LIBOR Loans, to Convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Loans and Borrower shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Loans or Bid Rate Loans, either (x) prepay the affected LIBOR Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR Loans into Base Rate Loans in accordance with Section 2.12 2.11 or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.122.11.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the an interest rate for any LIBOR Interest Rate Loans for any Interest Period: (1) Administrative Agent reasonably determines Period therefor, the Required Banks determine (which determination shall be conclusive): (a) that by reason of any event affecting the money markets in the United States of America or the London interbank market, quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest Rate” in Section 1.01 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates the rate of interest for the LIBOR such Loans or Bid Rate Loans as provided in under this Agreement; or; (2b) a Bank reasonably determines (which determination shall be conclusive) and promptly notifies Administrative Agent that the relevant rates of interest referred to in the definition of “"LIBOR Interest Base Rate” " in Section 1.01 Article 1 hereof upon the basis of which the rate of interest for on any LIBOR Loans or Bid Rate Loans for such Interest Period period is to be determined determined, do not adequately cover accurately reflect the cost to such Bank the Banks of making or maintaining such LIBOR Loan or Bid Rate Loan Loans for such Interest Periodperiod; or (c) with respect to LIBOR Loans in Alternative Currency, that (i) deposits in the applicable Alternative Currency in the amounts and maturities required to fund such Loan will not be available to a Bank; (ii) a fundamental change has occurred in the foreign exchange or interbank markets with respect to the applicable Alternative Currency (including, without limitation, changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls); or (iii) it has become otherwise materially impractical for a Bank to make such Loan in the applicable Alternative Currency; then Administrative the Agent shall give Borrower the Borrowers and each Bank prompt notice thereofthereof (and shall thereafter give the Borrowers and each Bank prompt notice of the cessation, if any, of such condition), and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) shall be under no obligation to permit Elections make Loans of LIBOR Loans, to Convert Base Rate Loans into LIBOR Loans such Type or to Continue LIBOR convert Loans of any other Type into Loans of such Type and Borrower the Borrowers shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Loans or Bid Rate Loans, either (x) prepay of the affected LIBOR Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR Loans into Base Rate Type either repay such Loans in accordance with Section 2.12 2.6 hereof or convert the rate such Loans into Loans of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.12another Type.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, no more than 5 separate Loans shall be outstanding at any one time, with, for purposes of this Section, all Floating Rate Loans constituting one Loan and all LIBO Rate Loans for the same Interest Period constituting one Loan. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest any interest rate for any LIBO Rate Loan for any Interest PeriodPeriod therefor: (1a) Administrative Agent reasonably determines the Lenders determine (which determination shall be conclusive) that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest LIBO Rate” in Section 1.01 1.2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates the rate of interest for the LIBOR Loans or Bid Rate Loans such Loan as provided in this Agreement; or (2b) a Bank reasonably determines the Lenders determine (which determination shall be conclusive) and promptly notifies Administrative Agent that the relevant rates of interest referred to in the definition of “LIBOR Interest LIBO Rate” in Section 1.01 1.2 upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Loans such Loan for such Interest Period is to be determined do not adequately cover accurately reflect the cost to such Bank the Lenders of making or maintaining such LIBOR Loan or Bid Rate Loan for such Interest Period; , then Administrative Agent the Lenders shall give the Borrower prompt notice thereof, ; and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) Lenders shall be under no obligation to permit Elections of LIBOR Loans, to Convert Base make LIBO Rate Loans into LIBOR Loans or to Continue LIBOR convert Loans of any other type into LIBO Rate Loans, and the Borrower shall, on the last day(s) day of the then current Interest Period(s) Period for the affected each outstanding LIBOR Loans or Bid LIBO Rate LoansLoan, either (x) prepay the affected LIBOR Loans such LIBO Rate Loan or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR Loans convert such Loan into Base Rate Loans another type of Loan in accordance with Section 2.12 or convert 2.11. Before giving such notice pursuant to this Section, the rate of interest under the affected Bid Lenders will designate a different available Applicable Lending Office for LIBO Rate Loans or take such other action as the Borrower may request if such designation or action will avoid the need to suspend the obligation of the Lenders to make LIBO Rate Loans hereunder and will not, in the opinion of the Lenders, be materially disadvantageous to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.12Lender.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest Rate for any Interest Period: (1) Administrative Agent reasonably determines (which determination shall be conclusive) ), and provides Borrower, in writing, with reasonable detail supporting such determination, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest Rate” in Section 1.01 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans (or Bid the LIBOR Base Rate Loans used in the calculation of the Base Rate) as provided in this Agreement; or (2) a Bank reasonably determines (which determination shall be conclusive) ), and provides Borrower, in writing, with reasonable detail supporting such determination, and promptly notifies Administrative Agent that the relevant rates of interest referred to in the definition of “LIBOR Interest Rate” in Section 1.01 upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Loans for such Interest Period is to be determined do not adequately cover the cost to such Bank of making or maintaining such LIBOR Loan or Bid Rate Loan for such Interest Period; then Administrative Agent shall give Borrower prompt notice thereof, and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) shall be under no obligation to permit Elections of LIBOR Loans, to Convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Loans and Borrower shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Loans or Bid Rate Loans, either (x) prepay the affected LIBOR Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR Loans into Base Rate Loans in accordance with Section 2.12 or convert 2.11. In addition, in the rate event of interest under a determination described in the affected Bid Rate Loans preceding sentence with respect to the rate applicable to LIBOR Base Rate Loans by following component of the same procedures as are applicable for Conversions into Base Rate, the utilization of the LIBOR Base Rate Loans set forth in Section 2.12determining Base Rate shall be suspended.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, If on or prior to the first day of ---------------------------- any Interest Period for any Eurodollar Rate Loan and on any Business Day with respect to a Floating Eurodollar Rate Swing Line Loan; (a) the Agent determines (which determination shall be conclusive absent manifest error) that by reason of circumstances affecting the LIBOR Interest relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for any such Interest Period:Period or for such Business Day and the foreseeable future thereafter; or (1i) Administrative Agent reasonably determines with respect to Eurodollar Rate Loans, the Required Lenders determine (which determination shall be conclusive) and notify the Agent that quotations the Eurodollar Rate will not adequately and fairly reflect the cost to the Lenders of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest Rate” in Section 1.01 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid funding Eurodollar Rate Loans as provided in this Agreementfor such Interest Period; or (2ii) a Bank reasonably with respect to Floating Eurodollar Rate Swing Line Loans, the Swing Line Lender determines (which determination shall be conclusive) and promptly notifies Administrative the Agent that the relevant rates of interest referred to in the definition of “LIBOR Interest Rate” in Section 1.01 upon the basis of which the rate of interest for LIBOR Loans or Bid Floating Eurodollar Rate Loans for such Interest Period is to be determined do will not adequately cover and fairly reflect the cost to such Bank the Swing Line Lender of making funding or maintaining such LIBOR Loan or Bid Floating Eurodollar Rate Loan for such Interest PeriodSwing Line Loans; then Administrative the Agent shall give the Borrower prompt notice thereofthereof specifying the relevant Type of Loans and the relevant amounts or periods, and so long as such condition remains in effect, the Banks (or, in the case none of the circumstances described in clause (2) above, the affected Bank) Lenders shall be under no any obligation to permit Elections make additional Loans of LIBOR such Type, Continue Loans of such Type, or to Convert Loans of any other Type into Loans of such Type, and the Swing Line Lender shall not have any obligation to make or maintain any Floating Eurodollar Rate Swing Line Loans, to Convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Loans and the Borrower shall, on the last day(s) of the then current Interest Period(s) for the outstanding Loans of the affected outstanding LIBOR Type, either prepay such Loans or Bid Rate Loans, either (x) prepay the affected LIBOR Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR such Loans into Base Rate Loans another Type of Loan in accordance with Section 2.12 or convert the rate terms of interest under the affected Bid this Agreement and shall immediately prepay such Floating Eurodollar Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.12Swing Line Loans.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest Libor Base Rate for any Interest PeriodPeriod for any Floating Loan: (1a) the Administrative Agent reasonably determines (in good faith, which reasonable determination shall be conclusive) , that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest Rate” in Section 1.01 Libor Base Rate or upon which the Libor Base Rate is determined, are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Floating Loans as provided in this Agreementherein; or (2b) a Bank reasonably determines (Lenders holding at least 51 % of the aggregate outstanding principal amount of the Floating Loans determine in good faith, which reasonable determination shall be conclusive) , and promptly notifies notify the Administrative Agent that the relevant rates of interest referred to in the definition of “LIBOR Interest Rate” in Section 1.01 Libor Base Rate upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Floating Loans for such Interest Period is to be determined do or upon which the Libor Base Rate is determined, are not likely adequately to cover the cost to such Bank Lenders of making or maintaining such LIBOR Loan or Bid Rate Loan Floating Loans for such Interest Period; then the Administrative Agent shall give Borrower the Borrowers and each Lender prompt notice thereofthereof and, and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) Lenders shall be under no obligation to permit Elections of LIBOR Loans, to Convert Base Rate Loans into LIBOR make additional Floating Loans or to Continue LIBOR Loans Floating Loans, and Borrower the Borrowers shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Loans or Bid Rate Floating Loans, either prepay such Loans (xwithout premium or penalty, other than a Libor Breakage Fee if such prepayment is made on any day other than the last day of an Interest Period) prepay the affected LIBOR or such Loans or Bid shall be automatically Converted into Alternate Interest Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR Loans into Base Rate Loans in accordance with Section 2.12 or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.12Loans.

Limitation on Types of Loans. Borrowings of both Tranche A Loans and Tranche B Loans may be outstanding respectively as either Base Rate Loans or LIBO Rate Loans as selected by Borrowers. Anything herein to the contrary notwithstanding, no more than ten separate Tranche A Loans and five (5) separate Tranche B Loans shall be outstanding at any one time, with, for purposes of this Section, all Base Rate Tranche A Loans constituting one Loan, all Base Rate Tranche B Loans constituting one Loan, all LIBO Rate Tranche A Loans for the same Interest Period constituting one Loan, and all LIBO Rate Tranche B Loans for the same Interest Period constituting one Loan. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest any interest rate for any LIBO Rate Loan for any Interest PeriodPeriod therefor: (1a) Administrative the Agent reasonably determines (which determination shall be conclusive, absent manifest error) that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest "LIBO Rate” " in Section 1.01 1.2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates the rate of interest for the LIBOR Loans or Bid Rate Loans such Loan as provided in this Agreement; or (2b) a Bank reasonably determines the Agent or the Required Lenders determine (which determination shall be conclusive, absent manifest error) and promptly notifies Administrative Agent that the relevant rates of interest referred to in the definition of “LIBOR Interest "LIBO Rate” " in Section 1.01 1.2 upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Loans such Loan for such Interest Period is to be determined do not adequately cover the cost to such Bank the Lenders of making or maintaining such LIBOR Loan or Bid Rate Loan for such Interest Period; , then Administrative the Agent shall give Borrower the Borrowers and the Lenders prompt notice thereof, ; and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) Lenders shall be under no obligation to permit Elections of LIBOR Loans, make LIBO Rate Loans or to Convert convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Loans LIBO Rate Loans, and Borrower the Borrowers shall, on the last day(s) day of the then current Interest Period(s) Period for the affected each outstanding LIBOR Loans or Bid LIBO Rate LoansLoan, either (x) prepay the affected LIBOR Loans such LIBO Rate Loan or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR Loans convert such Loan into a Base Rate Loans Loan in accordance with Section 2.12 or convert 2.14. During the 30 days next succeeding the giving of such notice by the Agent to the Borrowers, the Borrowers, the Agent and each of the Lenders shall negotiate in good faith in order to arrive at a mutually satisfactory interest rate for the rates of interest under referred to in the affected Bid definition "LIBO Rate" or "Adjusted LIBO Rate" for proposed LIBO Rate Loans. If within such 30-day period the Borrowers, the Agent and the Lenders shall agree in writing upon a substitute interest rate and the effective date thereof, such substituted interest rate shall be applicable to all requests by the Borrowers for proposed LIBO Rate Loans. During any period when the borrowing of LIBO Rate Loans is suspended or when an alternative interest rate is in force pursuant to this subsection, the Agent, in consultation with the Lenders, shall periodically, at least once a month, determine whether circumstances are such that the interest rates referred to in the definitions of "LIBO Rate" or "Adjusted LIBO Rate" may again be determined. If such a determination is made, the Agent shall forthwith give written notice to the rate applicable to Base Rate Loans by following Borrowers and each Lender, whereupon the same procedures as are applicable for Conversions into Base Rate Loans set forth Agent, the Borrowers and the Lenders shall begin redetermining the "LIBO Rate" and the "Adjusted LIBO Rate" in Section 2.12accordance with the terms of the definitions thereof.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest Rate for any Interest Period: (1) Administrative Agent reasonably determines (which determination shall be conclusive) ), and provides Borrower, in writing, with reasonable detail supporting such determination, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest Rate” in Section 1.01 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or LIBOR Bid Rate Loans (or the LIBOR Base Rate used in the calculation of the Base Rate) as provided in this Agreement; or (2) a Bank reasonably determines (which determination shall be conclusive) ), and provides Borrower, in writing, with reasonable detail supporting such determination, and promptly notifies Administrative Agent that the relevant rates of interest referred to in the definition of “LIBOR Interest Rate” in Section 1.01 upon the basis of which the rate of interest for LIBOR Loans or LIBOR Bid Rate Loans for such Interest Period is to be determined do not adequately cover the cost to such Bank of making or maintaining such LIBOR Loan or LIBOR Bid Rate Loan for such Interest Period; then Administrative Agent shall give Borrower prompt notice thereof, and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) shall be under no obligation to permit Elections of LIBOR Loans, to Convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Loans and Borrower shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Loans or LIBOR Bid Rate Loans, either (x) prepay the affected LIBOR Loans or LIBOR Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR Loans into Base Rate Loans in accordance with Section 2.12 or convert the rate of interest under the affected LIBOR Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.12. In addition, in the event of a determination described in the preceding sentence with respect to the LIBOR Base Rate component of the Base Rate, the utilization of the LIBOR Base Rate in determining Base Rate shall be suspended.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest Libor Base Rate for any Interest PeriodPeriod for any Floating Loan: (1a) the Administrative Agent reasonably determines (in good faith, which reasonable determination shall be conclusive) , that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest Rate” in Section 1.01 Libor Base Rate or upon which the Libor Base Rate is determined, are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Floating Loans as provided in this Agreementherein; or (2b) a Bank reasonably determines (Lenders holding at least 51% of the aggregate outstanding principal amount of the Floating Loans determine in good faith, which reasonable determination shall be conclusive) , and promptly notifies notify the Administrative Agent that the relevant rates of interest referred to in the definition of “LIBOR Interest Rate” in Section 1.01 Libor Base Rate upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Floating Loans for such Interest Period is to be determined do or upon which the Libor Base Rate is determined, are not likely adequately to cover the cost to such Bank Lenders of making or maintaining such LIBOR Loan or Bid Rate Loan Floating Loans for such Interest Period; then the Administrative Agent shall give Borrower the Borrowers and each Lender prompt notice thereofthereof and, and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) Lenders shall be under no obligation to permit Elections of LIBOR Loans, to Convert Base Rate Loans into LIBOR make additional Floating Loans or to Continue LIBOR Loans Floating Loans, and Borrower the Borrowers shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Loans or Bid Rate Floating Loans, either prepay such Loans (xwithout premium or penalty, other than a Libor Breakage Fee if such prepayment is made on any day other than the last day of an Interest Period) prepay the affected LIBOR or such Loans or Bid shall be automatically Converted into Alternate Interest Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR Loans into Base Rate Loans in accordance with Section 2.12 or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.12Loans.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior if with respect to the determination of the LIBOR Interest Rate any Eurodollar Loans for any Interest PeriodPeriod therefor: (1a) Administrative The Agent reasonably determines on a reasonable basis (which determination shall be conclusiveconclusive absent manifest error) that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest "Eurodollar Rate” " in Section 1.01 SECTION 1.1 hereof are not being provided in the relevant relative amounts or for the relevant relative maturities for purposes of determining rates the rate of interest for the LIBOR Loans or Bid Rate such Loans as provided in this Agreement; or (2b) Required Lenders determine on a Bank reasonably determines reasonable basis (which determination shall be conclusiveconclusive absent manifest error) and promptly notifies Administrative notify the Agent that the relevant rates of interest referred to in the definition of “LIBOR Interest "Eurodollar Rate” " or "Adjusted Eurodollar Rate" in Section 1.01 upon SECTION 1.1 hereof on the basis of which the rate of interest for LIBOR Loans or Bid Rate such Loans for such Interest Period is to be determined do not adequately cover accurately reflect the cost to such Bank the Lenders of making or maintaining such LIBOR Loan or Bid Rate Loan Loans for such Interest Period; then Administrative the Agent shall give the Borrower prompt notice thereofthereof and, and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) Lenders shall be under no obligation to permit Elections of LIBOR Loans, make Eurodollar Loans or to Convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Eurodollar Loans and the Borrower shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Loans or Bid Rate Eurodollar Loans, either (x) prepay the affected LIBOR such Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR such Loans into Base Rate Loans in accordance with Section 2.12 or convert the terms of this Agreement. During the 30 days next succeeding the giving of such notice by the Agent to the Borrower, the Borrower, the Agent and each of the Required Lenders shall negotiate in good faith in order to arrive at a mutually satisfactory interest rate for the rates of interest under referred to in the affected Bid Rate definition "Eurodollar Rate" or "Adjusted Eurodollar Rate" for proposed Eurodollar Loans. If within such 30 day period the Borrower, the Agent and the Required Lenders shall agree in writing upon a substitute interest rate and the effective date thereof, such substituted interest rate shall be applicable to all requests by the Borrower for proposed Eurodollar Loans. During any period when the borrowing of Eurodollar Loans is suspended or when an alternative interest rate is in force pursuant to this subsection, the Agent, in consultation with the Lenders, shall periodically, at least once a month, determine whether circumstances are such that the interest rates referred to in the definitions of "Eurodollar Rate" or "Adjusted Eurodollar Rate" may again be determined. If such a determination is made, the Agent shall forthwith give written notice to the rate applicable to Base Rate Loans by following Borrower and each Lender, whereupon the same procedures as are applicable for Conversions into Base Rate Loans set forth Agent, the Borrower and the Lenders shall begin redetermining the "Eurodollar Rate" and the "Adjusted Eurodollar Rate" in Section 2.12accordance with the terms of the definition thereof.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the any LIBOR Interest Base Rate for any Interest Period: (1i) the Administrative Agent reasonably determines (determines, which determination shall be conclusive) , absent manifest error, that quotations of interest rates for the relevant deposits referred to in the definition of “"LIBOR Interest Base Rate” " in Section 1.01 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Loans as provided in this Agreementherein; or (ii) if the related Loans are Revolving Credit Loans, the Majority Revolving Credit Lenders or (2) a Bank reasonably determines (, if the related Loans are Tranche B Term Loans, the Majority Tranche B Term Loan Lenders or, if the related Loans are Tranche C Term Loans, the Majority Tranche C Term Loan Lenders determine, which determination shall be conclusive) and promptly notifies Administrative Agent , that the relevant rates of interest referred to in the definition of “"LIBOR Interest Base Rate” " in Section 1.01 upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Loans for such Interest Period is to be determined do are not adequately likely adequate to cover the cost to such Bank the applicable Lenders of making or maintaining such LIBOR Loan or Bid Rate Loan Loans for such Interest Period; , then the Administrative Agent shall give Borrower and each Lender prompt notice thereof, and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) Lenders shall be under no obligation to permit Elections make additional LIBOR Loans (but shall make their portion of LIBOR any additional Borrowings as ABR Loans), to Convert Base Rate Loans into Continue LIBOR Loans or to Continue Convert ABR Loans into LIBOR Loans and Borrower shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Loans or Bid Rate Loans, either (x) prepay the such Loans of such affected LIBOR Lenders or Convert such Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the of such affected LIBOR Loans Lenders into Base Rate ABR Loans in accordance with Section 2.12 or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.122.09.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, no more than 5 separate Loans shall be outstanding at any one time, with, for purposes of this Section, all Floating Rate Loans constituting one Loan and all LIBO Rate Loans for the same Interest Period constituting one Loan. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest any interest rate for any LIBO Rate Loan for any Interest PeriodPeriod therefor: (1a) Administrative Agent reasonably determines the Lenders determine (which determination shall be conclusive) that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest LIBO Rate” in Section 1.01 1.2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates the rate of interest for the LIBOR Loans or Bid Rate Loans such Loan as provided in this Agreement; or (2b) a Bank reasonably determines the Lenders determine (which determination shall be conclusive) and promptly notifies Administrative Agent that the relevant rates of interest referred to in the definition of “LIBOR Interest LIBO Rate” in Section 1.01 1.2 upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Loans such Loan for such Interest Period is to be determined do not adequately cover accurately reflect the cost to such Bank the Lenders of making or maintaining such LIBOR Loan or Bid Rate Loan for such Interest Period; , then Administrative Agent the Lenders shall give the Borrower prompt notice thereof, ; and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) Lenders shall be under no obligation to permit Elections of LIBOR Loans, to Convert Base make LIBO Rate Loans into LIBOR Loans or to Continue LIBOR convert Loans of any other type into LIBO Rate Loans, and the Borrower shall, on the last day(s) day of the then current Interest Period(s) Period for the affected each outstanding LIBOR Loans or Bid LIBO Rate LoansLoan, either (x) prepay the affected LIBOR Loans such LIBO Rate Loan or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR Loans convert such Loan into Base Rate Loans another type of Loan in accordance with Section 2.12 or convert 2.11. Before giving such notice pursuant to this Section, the rate of interest under the affected Bid Lenders will designate a different available Applicable Lending Office for LIBO Rate Loans or take such other action as the Borrower may request if such designation or action will avoid the need to suspend the obligation of the Lender to make LIBO Rate Loans hereunder and will not, in the opinion of the Lenders, be materially disadvantageous to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.12Lenders.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest Rate any interest rate for any Eurodollar Loans or any Money Market Eurodollar Loans for any Interest PeriodPeriod therefor: (1a) the Administrative Agent reasonably determines (which determination shall be conclusive) that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest Eurocurrency Rate” in Section 1.01 1 hereof are not being provided in the relevant amounts or for the relevant maturities or that adequate and fair means do not otherwise exist for purposes of determining rates the rate of interest for the LIBOR Loans or Bid Rate such Loans as provided in this Agreement; or (2b) the Required Banks (or any Bank that has outstanding a Bank reasonably determines Money Market Quote with respect to a Money Market Eurodollar Loan) determine (which determination shall be conclusive) and promptly notifies notify the Administrative Agent that the relevant rates of interest referred to in the definition of “LIBOR Interest Eurocurrency Rate” in Section 1.01 1 hereof upon the basis of which the rate of interest for LIBOR Loans or Bid Rate such Loans for such Interest Period is to be determined do not adequately cover accurately reflect the cost to such Bank the Banks of making or maintaining such LIBOR Loan or Bid Rate Loan Loans for such Interest Period; then the Administrative Agent shall give the Borrower and each Bank prompt notice thereof, and so long as such condition remains in effect, the Banks (oror such Bank with an outstanding Money Market Quote, in as the case of the circumstances described in clause (2) above, the affected Bankmay be) shall be under no obligation to permit Elections make Loans of LIBOR Loanssuch type. Upon receipt of such notice, the Borrower may revoke any pending request for a Loan of, conversion to Convert or continuation of Eurodollar Loans (to the extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Base Rate Loans into Loan in the amount specified therein. (c) Notwithstanding anything to the contrary in this Agreement or any other Credit Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Required Banks notify the Administrative Agent that the Required Banks have determined, that: (i) adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for any requested Interest Period, including, without limitation, because the LIBOR Loans Screen Rate is not available or published on a current basis and such circumstances are unlikely to Continue LIBOR Loans and Borrower shall, on be temporary; or (ii) the last day(s) administrator of the then current Interest Period(sLIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Eurocurrency Rate or LIBOR Screen Rate shall no longer (A) be made available, or (B) used for determining the affected outstanding LIBOR Loans or Bid Rate Loansinterest rate of loans, either provided that, at the time of such statement, there is no successor administrator that is (x) prepay satisfactory to the affected LIBOR Loans Administrative Agent and (y) will continue to provide a Eurocurrency Rate after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) syndicated loans currently being executed by the Banks, or Bid other loans that include language similar to that contained in this Section 6.2(c), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the Eurocurrency Rate, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace the Eurocurrency Rate Loans pursuant to Section 3.07 with (x) one or more SOFR-Based Rates or (y) Convert 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 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 Banks unless, prior to such time, Banks comprising the Required Banks have delivered to the Administrative Agent written notice that such Required Banks object to 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 in consultation with the Borrower. (iv) If no LIBOR Successor Rate has been determined and the circumstances under clause (c)(i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Bank. Thereafter, (x) the obligation of the Banks to make or maintain Eurodollar Loans shall be suspended, (to the extent of the affected LIBOR Eurodollar Loans or Interest Periods) and (y) the Eurocurrency 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 Loan of, conversion to or continuation of Eurodollar Loans (to the extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Base Rate Loans Loan (subject to the foregoing clause (y)) in the amount specified therein. (v) 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. (vi) 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 in accordance with Section 2.12 or convert the rate definition of interest under the affected Bid Rate Loans that term, and, notwithstanding anything to the rate applicable contrary herein or in any other Credit Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.12this Agreement.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the any LIBOR Interest Base Rate for any Interest PeriodPeriod for any Eurodollar Loans or determination of the Fed Funds Rate for any Fed Funds Rate Loans: (1a) Administrative the Agent reasonably determines (which determination shall be conclusive) that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest Base Rate” in Section 1.01 or “Fed Funds Rate,” as the case may be, are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans Base Rate for such Interest Period or Bid the Fed Funds Rate Loans for such day, as the case may be, as provided in this Agreementherein; or (2b) a any Bank reasonably determines (which determination shall be conclusive) and promptly notifies Administrative the Agent that the relevant rates of interest referred to in the definition of (i) “LIBOR Interest Base Rate” in Section 1.01 upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Loans for such Interest Period is are not likely to be determined do not adequately cover the cost to such Bank of making or maintaining such LIBOR Loan or Bid Rate its Eurodollar Loan for such Interest PeriodPeriod or (ii) “Fed Funds Rate” are not likely to adequately cover the cost of such Bank of making or maintaining its Fed Funds Rate Loans; then Administrative with respect to Loans of the affected type, the Agent shall give the Borrower and each Bank prompt notice thereof, and so long as such condition remains in effect, the affected Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) shall be under no obligation to permit Elections make or Continue Loans of LIBOR Loans, to Convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Loans the affected type and the Borrower shall, shall either prepay (on the last day(s) day of the then current Interest Period(sPeriod for any outstanding Eurodollar Loans) for each affected Bank’s Loans of the affected type or Convert (on the last day of the current Interest Period for any outstanding LIBOR Eurodollar Loans) such Loans or Bid Rate Loans, either (x) prepay the to a type which are not so affected LIBOR Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR Loans into Base Rate Loans in accordance with Section 2.12 or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.121.4 hereof.

Limitation on Types of Loans. Borrowings of both Revolving Loans and Term Loans may be outstanding as either Base Rate Loans or LIBO Rate Loans as selected by Borrowers. Anything herein to the contrary notwithstanding, no more than ten separate Loans shall be outstanding at any one time, with, for purposes of this Section, all Base Rate Loans constituting one Loan, and all LIBO Rate Loans for the same Interest Period constituting one Loan. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest any interest rate for any LIBO Rate Loan for any Interest PeriodPeriod therefor: (1a) Administrative the Agent reasonably determines (which determination shall be conclusive, absent manifest error) that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest "LIBO Rate” " in Section 1.01 1.2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates the rate of interest for the LIBOR Loans or Bid Rate Loans such Loan as provided in this Agreement; or (2b) a Bank reasonably determines the Agent or the Required Lenders determine (which determination shall be conclusive, absent manifest error) and promptly notifies Administrative Agent that the relevant rates of interest referred to in the definition of “LIBOR Interest "LIBO Rate” " in Section 1.01 1.2 upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Loans such Loan for such Interest Period is to be determined do not adequately cover the cost to such Bank the Lenders of making or maintaining such LIBOR Loan or Bid Rate Loan for such Interest Period; , then Administrative the Agent shall give Borrower the Borrowers and the Lenders prompt notice thereof, ; and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) Lenders shall be under no obligation to permit Elections of LIBOR Loans, make LIBO Rate Loans or to Convert convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Loans LIBO Rate Loans, and Borrower the Borrowers shall, on the last day(s) day of the then current Interest Period(s) Period for the affected each outstanding LIBOR Loans or Bid LIBO Rate LoansLoan, either (x) prepay the affected LIBOR Loans such LIBO Rate Loan or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR Loans convert such Loan into a Base Rate Loans Loan in accordance with Section 2.12 or convert 2.14. During the rate 30 days next succeeding the giving of interest under such notice by the affected Bid Rate Loans Agent to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.12.Borrowers,

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest Eurodollar Base Rate for any Interest Period: (1a) Administrative the Agent reasonably determines (which determination shall be conclusive) that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest "Eurodollar Base Rate” " in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Eurodollar Loans as provided in this Agreementherein; or (2b) if the related Loans are Revolving Credit Loans, the Majority Revolving Credit Banks or, if the related Loans are Term Loans, the Majority Term Loan Banks (determined, solely for the purposes of this Section 5.02(b), as if no PAD Loans or PAD Loan Commitments were outstanding) or, if the related Loans are PAD Loans of a Bank reasonably determines particular Series, Banks holding at least 60% of the aggregate outstanding principal amount of the PAD Loans of such Series determine (which determination shall be conclusive) and promptly notifies Administrative notify the Agent that the relevant rates of interest referred to in the definition of “LIBOR Interest "Eurodollar Base Rate” " in Section 1.01 hereof upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Eurodollar Loans for such Interest Period is to be determined do are not likely adequately to cover the cost to such Bank Banks of making or maintaining such LIBOR Loan or Bid Rate Loan Eurodollar Loans for such Interest Period; then Administrative the Agent shall give the Borrower and each of the Banks which are to make or hold such Loans prompt notice thereof, and so long as such condition remains in effect, the such Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) shall be under no obligation to permit Elections of LIBOR make additional Eurodollar Loans, to Continue Eurodollar Loans or to Convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Eurodollar Loans and the Borrower shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Eurodollar Loans held by such Banks, either prepay such Eurodollar Loans or Bid Rate Loans, either (x) prepay the affected LIBOR Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR such Eurodollar Loans into Base Rate Loans in accordance with Section 2.12 or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.12.2.08 hereof. CREDIT AGREEMENT

Limitation on Types of Loans. Anything herein to the contrary ---------------------------- notwithstanding, if, on or prior to the determination of the any LIBOR Interest Base Rate for any Interest Period: (1i) Administrative Agent reasonably determines (determines, which determination shall be conclusive) , absent manifest error, that quotations of interest rates for the relevant deposits referred to in the definition of “"LIBOR Interest Base Rate” " in Section 1.01 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Loans as provided in this Agreementherein; or (2ii) a Bank reasonably determines (if the related Loans are Revolving Credit Loans, the Majority Revolving Credit Lenders or, if the related Loans are Tranche A Term Loans, the Majority Tranche A Term Loan Lenders or, if the related Loans are Tranche B Term Loans, the Majority Tranche B Term Loan Lenders determine, which determination shall be conclusive) and promptly notifies Administrative Agent , that the relevant rates of interest referred to in the definition of “"LIBOR Interest Base Rate” " in Section 1.01 upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Loans for such Interest Period is to be determined do are not adequately likely adequate to cover the cost to such Bank the applicable Lenders of making or maintaining such LIBOR Loan or Bid Rate Loan Loans for such Interest Period; , then Administrative Agent shall give Borrower and each Lender prompt notice thereof, and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) Lenders shall be under no obligation to permit Elections of make additional LIBOR Loans, to Convert Base Rate Loans into Continue LIBOR Loans or to Continue Convert ABR Loans into LIBOR Loans and Borrower shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Loans or Bid Rate Loans, either (x) prepay the affected LIBOR such Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR such Loans into Base Rate ABR Loans in accordance with Section 2.12 or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.122.09.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest any Eurodollar Base Rate for any Interest Period: (1a) the Administrative Agent reasonably determines (determines, which determination shall be conclusive) , that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest "Eurodollar Base Rate” " in Section 1.01 hereof are not being provided in the relevant amounts or for the CREDIT AGREEMENT relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Eurodollar Loans as provided in this Agreementherein; or (2b) a Bank reasonably determines (if the related Loans are Revolving Credit Loans, the Majority Revolving Credit Lenders, if the related Loans are Tranche A Term Loans, the Majority Tranche A Term Lenders, or if the related Loans are Tranche B Term Loans, the Majority Tranche B Term Lenders, determine, which determination shall be conclusive) , and promptly notifies notify the Administrative Agent that the relevant rates of interest referred to in the definition of “LIBOR Interest "Eurodollar Base Rate” " in Section 1.01 hereof upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Eurodollar Loans for such Interest Period is to be determined do are not likely adequately to cover the cost to such Bank Lenders of making or maintaining such LIBOR Loan or Bid Rate Loan Eurodollar Loans for such Interest Period; then the Administrative Agent shall give each Borrower and each Lender prompt notice thereofthereof and, and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) Lenders shall be under no obligation to permit Elections of LIBOR make additional Eurodollar Loans, to Continue Eurodollar Loans or to Convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Loans Eurodollar Loans, and each Borrower shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Loans or Bid Rate Eurodollar Loans, either (x) prepay the affected LIBOR such Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR such Loans into Base Rate Loans in accordance with Section 2.12 or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.122.09 hereof.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest Rate an interest rate for any Eurodollar Loans for any Interest Period: (1) Administrative Agent reasonably determines Period therefor, the Majority Lenders determine (which determination shall be conclusive) that that: (a) by reason of any event affecting the money markets in the United States of America or the Eurodollar interbank market, quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest Rate” in Section 1.01 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates the rate of interest for the LIBOR such Loans or Bid Rate Loans as provided in under this Agreement; or (2b) a Bank reasonably determines (which determination shall be conclusive) and promptly notifies Administrative Agent that the relevant rates of interest referred to in the definition of “"LIBOR Interest Base Rate” " in Section 1.01 Article 1 upon the basis of which the rate of interest for LIBOR Loans or Bid Rate on any Eurodollar Loans for such Interest Period period is to be determined determined, do not adequately cover accurately reflect the cost to such Bank the Lenders of making or maintaining such LIBOR Loan or Bid Rate Loan Loans for such Interest Period; period, then Administrative the Collateral Monitoring Agent shall give the Borrower and each Lender prompt notice thereofthereof (and shall thereafter give the Borrower and each Lender prompt notice of the cessation, if any, of such condition), and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) Lenders shall be under no obligation to permit Elections make Loans of LIBOR Loans, such type or to Convert Base convert Prime Rate Loans into LIBOR Loans or to Continue LIBOR Eurodollar Loans and the Borrower shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Eurodollar Loans either prepay such Loans in accordance with Section 2.7 or Bid Rate Loans, either (x) prepay the affected LIBOR Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR convert such Eurodollar Loans into Base Prime Rate Loans in accordance with Section 2.12 2.21. If at any time after the Collateral Monitoring Agent gives notice under this Section 2.24 the Majority Lenders determines that such condition no longer exists, they shall give prompt notice of that determination, in writing, to the Borrower. At such time as such condition no longer exists (whether or not such notice has been given), the Borrower's right to request, and the Lender's obligations, if any, to make Eurodollar Loans (and to convert the rate of interest under the affected Bid Prime Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.12Eurodollar Loans) shall be restored.

Limitation on Types of Loans. Anything herein to the ---------------------------- contrary notwithstanding, if, on or prior to the determination of the any LIBOR Interest Base Rate for any Interest Period: (1i) the Administrative Agent reasonably determines (determines, which determination shall be conclusive) , that quotations of interest rates for the relevant deposits referred to in the definition of “"LIBOR Interest Base Rate” " in Section 1.01 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Loans as provided in this Agreementherein; or (2ii) a Bank reasonably determines (if the related Loans are Revolving Credit Loans, the Majority Revolving Credit Lenders or, if the related Loans are Tranche A Term Loans, the Majority Tranche A Term Loan Lenders or, if the related Loans are Tranche B Term Loans, the Majority Tranche B Term Loan Lenders, determine, which determination shall be conclusive) and promptly notifies Administrative Agent , that the relevant rates of interest referred to in the definition of “"LIBOR Interest Base Rate” " in Section 1.01 upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Loans for such Interest Period is to be determined do are not adequately likely adequate to cover the cost to such Bank the applicable Lenders of making or maintaining such LIBOR Loan or Bid Rate Loan Loans for such Interest Period; , then the Administrative Agent shall give Borrower and each Lender prompt notice thereof, and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) Lenders shall be under no obligation to permit Elections of make additional LIBOR Loans, to Continue LIBOR Loans or to Convert Alternate Base Rate Loans into LIBOR Loans or to Continue LIBOR Loans and Borrower shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Loans or Bid Rate Loans, either (x) prepay the affected LIBOR such Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR such Loans into Alternate Base Rate Loans in accordance with Section 2.12 or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.122.09.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, no more than five (5) separate LIBO Rate Loans shall be outstanding at any one time, with, for purposes of this Section 2.3, all LIBO Rate Loans for the same Interest Period constituting one LIBO Rate Loan. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest any interest rate for any LIBO Rate Loan for any Interest PeriodPeriod therefor: (1a) Administrative the Agent reasonably determines (which determination shall be conclusive, absent manifest error) that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest LIBO Rate” in Section 1.01 1.2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates the rate of interest for the LIBOR Loans or Bid Rate Loans such Loan as provided in this Agreement; or (2b) a Bank reasonably the Agent determines (which determination shall be conclusive, absent manifest error) and promptly notifies Administrative Agent that the relevant rates of interest referred to in the definition of “LIBOR Interest LIBO Rate” in Section 1.01 1.2 upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Loans such Loan for such Interest Period is to be determined do not adequately cover the cost to such Bank the Lenders of making or maintaining such LIBOR Loan or Bid Rate Loan for such Interest Period; , then Administrative the Agent shall give the Borrower and the Lenders prompt notice thereof, ; and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) Lenders shall be under no obligation to permit Elections of LIBOR Loans, make LIBO Rate Loans or to Convert convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Loans LIBO Rate Loans, and the Borrower shall, on the last day(s) day of the then current Interest Period(s) Period for the affected each outstanding LIBOR Loans or Bid LIBO Rate LoansLoan, either (x) prepay the affected LIBOR Loans such LIBO Rate Loan or Bid convert such Loan into a LIBO Rate Loans pursuant to Section 3.07 Loan with amounts and maturities for which quotations are provided, or (y) Convert the affected LIBOR Loans convert such Loan into a Base Rate Loans Loan in accordance with Section 2.12 or convert the rate provisions of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.12.

Limitation on Types of Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest Eurodollar Base Rate for any Interest Period: (1a) Administrative the Agent reasonably determines (which determination shall be conclusive) that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest "Eurodollar Base Rate” " in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the LIBOR Loans or Bid Rate Eurodollar Loans as provided in this Agreementherein; or (2b) a Bank reasonably determines if the related Loans are Revolving Credit Loans, the Majority Revolving Credit Lenders or, if the related Loans are Loans of any other Class, the Majority Lenders of such Class determine (which determination shall be conclusive) and promptly notifies Administrative notify the Agent that the relevant rates of interest referred to in the definition of “LIBOR Interest "Eurodollar Base Rate” " in Section 1.01 hereof upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Eurodollar Loans for such Interest Period is to be determined do are not likely adequately to cover the cost to such Bank Lenders of making or maintaining such LIBOR Loan or Bid Rate Loan Eurodollar Loans for such Interest Period; then Administrative the Agent shall give the Borrower and each of the Lenders which are to make or hold such Loans prompt notice thereof, and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) such Lenders shall be under no obligation to permit Elections of LIBOR make additional Eurodollar Loans, to Continue Eurodollar Loans or to Convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Eurodollar Loans and the Borrower shall, on the last day(s) of the then current Interest Period(s) for the affected outstanding LIBOR Eurodollar Loans held by such Lenders, either prepay such Eurodollar Loans or Bid Rate Loans, either (x) prepay the affected LIBOR Loans or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR such Eurodollar Loans into Base Rate Loans in accordance with Section 2.12 or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.122.08 hereof.

Limitation on Types of Loans. Borrowings of both Tranche A Loans and Tranche B Loans may be outstanding respectively as either Base Rate Loans or LIBO Rate Loans as selected by Borrowers. Anything herein to the contrary notwithstanding, no more than ten separate Tranche A Loans and five (5) separate Tranche B Loans shall be outstanding at any one time, with, for purposes of this Section, all Base Rate Tranche A Loans constituting one Loan, all Base Rate Tranche B Loans constituting one Loan, all LIBO Rate Tranche A Loans for the same Interest Period constituting one Loan, and all LIBO Rate Tranche B Loans for the same Interest Period constituting one Loan. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest any interest rate for any LIBO Rate Loan for any Interest PeriodPeriod therefor: (1a) Administrative the Agent reasonably determines (which determination shall be conclusive, absent manifest error) that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest "LIBO Rate” " in Section 1.01 1.2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates the rate of interest for the LIBOR Loans or Bid Rate Loans such Loan as provided in this Agreement; or (2b) a Bank reasonably determines the Agent or the Required Lenders determine (which determination shall be conclusive, absent manifest error) and promptly notifies Administrative Agent that the relevant rates of interest referred to in the definition of “LIBOR Interest "LIBO Rate” " in Section 1.01 1.2 upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Loans such Loan for such Interest Period is to be determined do not adequately cover the cost to such Bank the Lenders of making or maintaining such LIBOR Loan or Bid Rate Loan for such Interest Period; , then Administrative the Agent shall give Borrower the Borrowers and the Lenders prompt notice thereof, ; and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) Lenders shall be under no obligation to permit Elections of LIBOR Loans, make LIBO Rate Loans or to Convert convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Loans LIBO Rate Loans, and Borrower the Borrowers shall, on the last day(s) day of the then current Interest Period(s) Period for the affected each outstanding LIBOR Loans or Bid LIBO Rate LoansLoan, either (x) prepay the affected LIBOR Loans such LIBO Rate Loan or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR Loans convert such Loan into a Base Rate Loans Loan in accordance with Section 2.12 or convert 2.14. During the 30 days next succeeding the giving of such notice by the Agent to the Borrowers, the Borrowers, the Agent and each of the Lenders shall negotiate in good faith in order to arrive at a mutually satisfactory interest rate for the rates of interest under referred to in the affected Bid definition "LIBO Rate" or "Adjusted LIBO Rate" for proposed LIBO Rate Loans. If within such 30-day period the Borrowers, the Agent and the Lenders shall agree in writing upon a substitute interest rate and the effective date thereof, such substituted interest rate shall be applicable to all requests by the Borrowers for proposed LIBO Rate Loans. During any period when the borrowing of LIBO Rate Loans is suspended or when an alternative interest rate is in force pursuant to this subsection, the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.12.Agent, in

Limitation on Types of Loans. Borrowings of Loans may be outstanding as either Base Rate Loans or LIBO Rate Loans as selected by the Borrower. Anything herein to the contrary notwithstanding, no more than ten (10) separate Loans shall be outstanding at any one time, with, for purposes of this Section, all Base Rate Loans constituting one Loan, and all LIBO Rate Loans for the same Interest Period constituting one Loan. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBOR Interest any interest rate for any borrowing of LIBO Rate Loans for any Interest PeriodPeriod therefor: (1a) Administrative the Agent reasonably determines (which determination shall be conclusive, absent manifest error) that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR Interest "LIBO Rate” " in Section 1.01 1.2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates the rate of interest for the LIBOR Loans or Bid Rate Loans such Loan as provided in this Agreement; or (2b) a Bank reasonably determines the Agent or the Required Lenders determine (which determination shall be conclusive, absent manifest error) and promptly notifies Administrative Agent that the relevant rates of interest referred to in the definition of “LIBOR Interest "LIBO Rate” " in Section 1.01 1.2 upon the basis of which the rate of interest for LIBOR Loans or Bid Rate Loans such Loan for such Interest Period is to be determined do not adequately cover the cost to such Bank the Lenders of making or maintaining such LIBOR Loan or Bid Rate Loan Loans for such Interest Period; , then Administrative the Agent shall give the Borrower and the Lenders prompt notice thereof, ; and so long as such condition remains in effect, the Banks (or, in the case of the circumstances described in clause (2) above, the affected Bank) Lenders shall be under no obligation to permit Elections of LIBOR Loans, make LIBO Rate Loans or to Convert convert Base Rate Loans into LIBOR Loans or to Continue LIBOR Loans LIBO Rate Loans, and the Borrower shall, on the last day(s) day of the then current Interest Period(s) Period for the affected each outstanding LIBOR Loans or Bid LIBO Rate LoansLoan, either (x) prepay the affected LIBOR Loans such LIBO Rate Loan or Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR Loans convert such Loan into a Base Rate Loans Loan in accordance with Section 2.12 or convert the rate of interest under the affected Bid Rate Loans to the rate applicable to Base Rate Loans by following the same procedures as are applicable for Conversions into Base Rate Loans set forth in Section 2.122.14.