Common use of Market Disruption and Alternate Rate of Interest Clause in Contracts

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Administrative Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Borrowing the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such Eurocurrency Borrowing for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the LIBO Rate for such Interest Period for such Eurocurrency Borrowing; provided, however, if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the LIBO Rate for such Eurocurrency Borrowing (i) if such Borrowing shall be requested in USD, then such Borrowing shall be made as an ABR Borrowing at the Alternate Base Rate and (ii) if such Borrowing shall be requested in any Foreign Currency then either, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the affected Currency shall be ineffective or (B) the LIBO Rate for such Eurocurrency Borrowing shall be the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). No Lender shall be obligated to act as a Reference Bank.

Market Disruption and Alternate Rate of Interest. (a) If If, at the time that the Administrative Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Borrowing Borrowing, the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such Eurocurrency Borrowing for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the LIBO Rate for such Interest Period for such Eurocurrency Borrowing; provided, however, if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the LIBO Eurocurrency Rate for such Eurocurrency Borrowing Borrowing, (i) if such Borrowing shall be requested in USDDollars, then such Borrowing shall be made as an ABR Borrowing at the Alternate Base Rate and Rate, (ii) if such Borrowing shall be requested in any Agreed Foreign Currency (other than Canadian Dollars) then either, at the applicable Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the affected Currency shall be deemed ineffective or (B) the LIBO Eurocurrency Rate for such Eurocurrency Borrowing shall be equal to the weighted average of the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). No ) (with respect to a Lender, the “COF Rate” and with respect to the weighted average of the COF Rate applicable to each Lender for any Borrowing, the “Average COF Rate” ) and (iii) if such Borrowing shall be obligated requested in Canadian Dollars, then the Eurocurrency Rate shall be equal to act as a Reference Bankthe Canadian Prime Rate.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Administrative Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Borrowing LIBOR Rate Loan the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such Eurocurrency Borrowing LIBOR Rate Loan for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the LIBO Base LIBOR Rate for such Interest Period for such Eurocurrency BorrowingLIBOR Rate Loan; provided, however, if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the LIBO Base LIBOR Rate for such Eurocurrency Borrowing LIBOR Rate Loan then (i) if such Borrowing Advance shall be requested in USDDollars, then such Borrowing Advance shall be made as an ABR Borrowing a Base Rate Loan at the Alternate Base Rate and (ii) if such Borrowing Advance shall be requested in any Foreign Alternative Currency then either, at the Borrower’s election, (A) any Request for Borrowing Request that requests a Eurocurrency Borrowing LIBOR Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the LIBO Base LIBOR Rate for such Eurocurrency Borrowing LIBOR Rate Loan shall be the cost to each such Lender to fund its pro rata share of such Eurocurrency Borrowing LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). No Lender shall be obligated to act as a Reference Bank.

Market Disruption and Alternate Rate of Interest. (a) If If, at the time that the Administrative Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Borrowing Borrowing, the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such Eurocurrency Borrowing for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the LIBO Rate for such Interest Period for such Eurocurrency Borrowing; provided, however, if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the LIBO Eurocurrency Rate for such Eurocurrency Borrowing Borrowing, (i) if such Borrowing shall be requested in USDDollars, then such Borrowing shall be made as an ABR Borrowing at the Alternate Base Rate and Rate, (ii) if such Borrowing shall be requested in any Agreed Foreign Currency (other than Canadian Dollars) then either, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the affected Currency shall be deemed ineffective or (B) the LIBO Eurocurrency Rate for such Eurocurrency Borrowing shall be equal to the weighted average of the cost to each applicable Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). No discretion and as notified in writing by each applicable Lender to the Administrative Agent) (with respect to a Lender, the “COF Rate” and with respect to the weighted average of the COF Rate applicable to each Lender for any Borrowing, the “Average COF Rate” ) and (iii) if such Borrowing shall be obligated requested in Canadian Dollars, then the Eurocurrency Rate shall be equal to act as a Reference Bankthe Canadian Prime Rate.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Administrative Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Borrowing the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency currency with respect to such Eurocurrency Borrowing for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the LIBO Eurocurrency Rate for such Interest Period for such Eurocurrency Borrowing; provided, that if any Reference Bank Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided, further, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the LIBO Eurocurrency Rate for such Eurocurrency Borrowing Borrowing, (i) if such Borrowing shall be requested in USDU.S. Dollars, then such Borrowing shall be made as an ABR Borrowing at the Alternate Base Rate and (ii) if such Borrowing shall be requested in any Foreign Currency then eitherother Agreed Currency, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the affected Currency Rate shall be ineffective or (B) the LIBO Rate for such Eurocurrency Borrowing shall be equal to the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing in such currency (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion; such rate, the “COF Rate”). No Lender shall be obligated to act as a Reference Bank.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Administrative Agent shall seek to determine the relevant LIBOR Screen Rate on the Quotation Day for any Interest Period for a Borrowing of Eurocurrency Borrowing Loans the applicable LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such Borrowing of Eurocurrency Borrowing Loans for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the LIBO Eurocurrency Rate for such Interest Period for such Borrowing of Eurocurrency BorrowingLoans; provided, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the LIBO Eurocurrency Rate for such Borrowing of Eurocurrency Loans, then (a) Kimco and the Administrative Agent may mutually agree in their reasonable discretion to appoint one or more additional Reference Banks (subject to consent by such Reference Bank(s)) for purposes of establishing the Reference Bank Rate that shall be the Eurocurrency Rate for such Interest Period for such Borrowing of Eurocurrency Loans, or (ib) if no additional Reference Banks are so appointed or if additional Reference Banks are so appointed and less than two Reference Banks supply such Borrowing shall be requested in USDa rate, then such Borrowing shall be made as an ABR Borrowing Loan at the Alternate Base Rate and (ii) if such Borrowing shall be requested in any Foreign Currency then either, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the affected Currency shall be ineffective or (B) the LIBO Rate for such Eurocurrency Borrowing shall be the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). No Lender shall be obligated to act as a Reference BankABR.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Administrative Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Borrowing the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency currency with respect to such Eurocurrency Borrowing for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the LIBO Eurocurrency Rate for such Interest Period for such Eurocurrency Borrowing; provided, that if any Reference Bank Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided, further, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the LIBO Eurocurrency Rate for such Eurocurrency Borrowing (i) if such Borrowing shall be requested in USDU.S. Dollars, then such Borrowing shall be made as an ABR Borrowing at the Alternate Base Rate and (ii) if such Borrowing shall be requested in any Foreign Currency then eitherother Agreed Currency, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the affected Currency Rate shall be ineffective or (B) the LIBO Rate for such Eurocurrency Borrowing shall be equal to the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing in such currency (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion; such rate, the “COF Rate”). No Lender shall be obligated to act as a Reference Bank.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Administrative Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency LIBOR Borrowing or a EURIBOR Borrowing the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency currency with respect to such Eurocurrency Borrowing for any reason and the Administrative Agent shall reasonably determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the LIBO Rate or EURIBO Rate, as applicable, for such Interest Period for such Eurocurrency Borrowing; provided, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the LIBO Rate or EURIBO Rate, as applicable, for such Eurocurrency Borrowing Borrowing, (i) if such Borrowing shall be requested in USDdollars, then such Borrowing shall be made as an ABR Borrowing at the Alternate Base Rate and (ii) if such Borrowing shall be requested in any Foreign Currency then eithercurrency other than dollars, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the affected Currency shall be ineffective or (B) the LIBO Rate for such Eurocurrency Borrowing or EURIBO Rate, as applicable, shall be equal to the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). No Lender shall be obligated to act as a Reference Bank; such rate, the “CF Rate”).

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Administrative Agent shall seek to determine the relevant LIBOR Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Borrowing the applicable LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable Agreed Currency with respect to such Eurocurrency Borrowing for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the LIBO Eurocurrency Rate for such Interest Period for such Eurocurrency Borrowing; provided that if any Reference Bank Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided, further, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the LIBO Eurocurrency Rate for such Eurocurrency Borrowing Borrowing, (i) if such Borrowing shall be requested in USDDollars, then such Borrowing shall be made as an ABR Borrowing at the Alternate Base Rate and (ii) if such Borrowing shall be requested in any Foreign Currency then eitherCurrency, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the affected Currency Rate shall be ineffective or (B) equal to an interest rate reasonably determined by the LIBO Rate Administrative Agent, after consultation with the Borrower Representative and the applicable Lenders, to compensate the applicable Lenders for such Eurocurrency Borrowing shall be Loan in such currency for the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing applicable period (from whatever source and using whatever methodologies as the Administrative Agent and such Lender Lenders may select in its their reasonable discretion) (such rate, the “CF Rate”). No Lender shall be obligated to act as a Reference Bank.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Administrative Agent shall seek to determine the relevant LIBOR Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Borrowing the applicable LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable Agreed Currency with respect to such Eurocurrency Borrowing for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the LIBO Eurocurrency Rate for such Interest Period for such Eurocurrency Borrowing; provided that if any Reference Bank Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided, further, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the LIBO Eurocurrency Rate for such Eurocurrency Borrowing Borrowing, (i) if such Borrowing shall be requested in USDDollars, then such Borrowing shall be made as an ABR Borrowing at the Alternate Base Rate and (ii) if such Borrowing shall be requested in any Foreign Currency then eitherCurrency, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the affected Currency Rate shall be ineffective or (B) equal to an interest rate reasonably determined by the LIBO Rate Administrative Agent, after consultation with the Borrower Representative and the applicable Lenders, to compensate the applicable Lenders for such Eurocurrency Borrowing shall be Loan in such currency for the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing applicable period (from whatever source and using whatever methodologies as the Administrative Agent and such Lender Lenders may select in its their reasonable discretion) (such rate, the "CF Rate"). No Lender shall be obligated to act as a Reference Bank.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Administrative Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Borrowing the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency currency with respect to such Eurocurrency Borrowing for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the LIBO Rate for such Interest Period for such Eurocurrency Borrowing; provided that if any Reference Bank Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided, further, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the LIBO Rate for such Eurocurrency Borrowing Borrowing, (i) if such Borrowing shall be requested in USDDollars, then such Borrowing shall be made as an ABR Borrowing at the Alternate Base Rate and (ii) if such Borrowing shall be requested in any Foreign Currency then eithernon-Dollar currency, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the affected Currency shall be ineffective or (B) the LIBO Rate for such Eurocurrency Borrowing shall be equal to the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select rate determined by the Administrative Agent in its reasonable discretionsole discretion after consultation with the Company and consented to in writing by the Required Lenders (the “Alternative Rate”). No Lender ; provided, however, that until such time as the aforesaid rate shall be obligated determined and so consented to act as a Reference Bankby the Required Lenders, Borrowings shall not be available in such non-Dollar currency.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Administrative Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a Borrowing of Eurocurrency Borrowing Loans the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency currency with respect to such Borrowing of Eurocurrency Borrowing Loans for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the LIBO Eurocurrency Rate for such Interest Period for such Borrowing of Eurocurrency BorrowingLoans; provided, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the LIBO Eurocurrency Rate for such Borrowing of Eurocurrency Loans, then (a) Kimco and the Administrative Agent may mutually agree in their reasonable discretion to appoint one or more additional Reference Banks (subject to consent by such Reference Bank(s)) for purposes of establishing the Reference Bank Rate that shall be the Eurocurrency Rate for such Interest Period for such Borrowing of Eurocurrency Loans, or (b) if no additional Reference Banks are so appointed or if additional Reference Banks are so appointed and less than two Reference Banks supply such a rate, then (i) if such Borrowing shall be requested in USDDollars, then such Borrowing shall be made as an ABR Borrowing Loan at the Alternate Base Rate and Rate, (ii) if such Borrowing shall be requested in any Foreign Currency Canadian Dollars, then either, such Borrowing shall be made as a Canadian Prime Rate Loan at the Borrower’s election, Canadian Prime Rate and (Aiii) any if such Borrowing Request that requests a Eurocurrency Borrowing denominated in the affected Currency shall be ineffective or requested in any Alternate Currency (B) other than Canadian Dollars), the LIBO Eurocurrency Rate for such Eurocurrency Borrowing shall be equal to the cost to each Lender to fund its pro rata share of such Borrowing of Eurocurrency Borrowing Loans (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion) (such rate, the “CF Rate”). No Lender shall be obligated to act as a Reference Bank.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Administrative Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Borrowing the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such Eurocurrency Borrowing for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the LIBO Rate for such Interest Period for such Eurocurrency Borrowing; provided, however, if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the LIBO Rate for such Eurocurrency Borrowing Borrowing, (i) if such Borrowing shall be requested in USDDollars, then such Borrowing shall be made as an ABR Borrowing at the Alternate Base Rate and Rate, (ii) if such Borrowing shall be requested in any Agreed Foreign Currency (other than Canadian Dollars) then either, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the affected Currency shall be deemed ineffective or (B) the LIBO Rate for such Eurocurrency Borrowing shall be equal to the weighted average of the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). No ) (with respect to a Lender, the “COF Rate” and with respect to the weighted average of the COF Rate applicable to each Lender for any Borrowing, the “Average COF Rate”) and (iii) if such Borrowing shall be obligated requested in Canadian Dollars, then the LIBO Rate shall be equal to act as a Reference Bankthe Canadian Prime Rate.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Administrative Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a Borrowing of Eurocurrency Borrowing Loans the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency currency with respect to such Borrowing of Eurocurrency Borrowing Loans for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the LIBO Eurocurrency Rate for such Interest Period for such Borrowing of Eurocurrency BorrowingLoans; provided, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the LIBO Eurocurrency Rate for such Borrowing of Eurocurrency Loans, then (a) Kimco and the Administrative Agent may mutually agree in their reasonable discretion to appoint one or more additional Reference Banks (subject to consent by such Reference Bank(s)) for purposes of establishing the Reference Bank Rate that shall be the Eurocurrency Rate for such Interest Period for such Borrowing of Eurocurrency Loans, or (b) if no additional Reference Banks are so appointed or if additional Reference Banks are so appointed and less than two Reference Banks supply such a rate, then (i) if such Borrowing shall be requested in USDDollars, then such Borrowing shall be made as an ABR Borrowing Loan at the Alternate Base Rate and ABR, (ii) if such Borrowing shall be requested in any Foreign Currency Canadian Dollars, then either, such Borrowing shall be made as a Canadian Prime Rate Loan at the Borrower’s election, Canadian Prime Rate and (Aiii) any if such Borrowing Request that requests a Eurocurrency Borrowing denominated in the affected Currency shall be ineffective or requested in any Alternate Currency (B) other than Canadian Dollars), the LIBO Eurocurrency Rate for such Eurocurrency Borrowing shall be equal to the cost to each Lender to fund its pro rata share of such Borrowing of Eurocurrency Borrowing Loans (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion) (such rate, the “CF Rate”). No Lender ; provided that such cost shall be obligated no greater than the cost that such Lender is charging under other credit facilities to act as which it is a Reference Bankparty with borrowers similarly situated to and of similar creditworthiness to the Borrowers.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Administrative Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Borrowing the applicable Screen Rate shall not be available for such Interest Period Revolving Credit Agreement and/or for the applicable Currency with respect to such Eurocurrency Borrowing for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the LIBO Rate for such Interest Period for such Eurocurrency Borrowing; provided, however, if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the LIBO Rate for such Eurocurrency Borrowing (i) if such Borrowing shall be requested in USD, then such Borrowing shall be made as an ABR Borrowing at the Alternate Base Rate and (ii) if such Borrowing shall be requested in any Foreign Currency then either, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the affected Currency shall be ineffective or (B) the LIBO Rate for such Eurocurrency Borrowing shall be the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). No Lender shall be obligated to act as a Reference Bank.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Administrative Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Borrowing the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such Eurocurrency Borrowing for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the LIBO Rate for such Interest Period for such Eurocurrency Borrowing; provided, however, if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the LIBO Rate for such Eurocurrency Borrowing (i) if such Borrowing shall be requested in USD, then such Borrowing shall be made as an ABR Borrowing at the Alternate Base Rate and (ii) if such Borrowing shall be requested in any Foreign Currency then either, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the affected Currency shall be ineffective or (B) the LIBO Rate for such Eurocurrency Borrowing shall be the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). No Lender shall be obligated to act as a Reference Bank.