If at the time that the Administrative Agent shall seek to determine the LIBOR Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Rate Advance, the LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Rate Advance 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 # if such Advance shall be requested in Dollars, then such Advance shall be made as a Floating Rate Advance at the Floating Rate and # if such Advance shall be requested in any Agreed Currency other than Dollars, the Eurocurrency Base Rate shall be equal to the rate determined by the Administrative Agent in its reasonable discretion after consultation with the Company and consented to in writing by the Required Revolving Loan Lenders (the “Foreign Currency Alternative Rate”); provided, however, that # if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement and # until such time as the Foreign Currency Alternative Rate shall be determined and so consented to by the Required Revolving Loan Lenders, any Borrowing/Election Notice that requests the conversion of any Advance to, or continuation of any Advance as, a Eurocurrency Advance in an Agreed Currency other than Dollars, or any Borrowing/Election Notice for a borrowing in an Agreed Currency other than Dollars shall in each case be ineffective, and any such Eurocurrency Borrowing shall be at the option of the Company repaid on the last day of the then current Interest Period applicable thereto.

If at the time that the Administrative Agent shall seek to determine the LIBOR Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Rate Advance, the LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Rate Advance 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 # if such Advance shall be requested in Dollars, then such Advance shall be made as a Floating Rate Advance at the Floating Rate and # if such Advance shall be requested in any Agreed Currency other than Dollars, the Eurocurrency Base Rate shall be equal to the rate determined by the Administrative Agent in its reasonable discretion after consultation with the Borrowers and consented to in writing by the Required Lenders (the “Alternative Rate”); provided, however, that until such time as the Alternative Rate shall be determined and so consented to by the Required Lenders, Advances shall not be available in any Agreed Currency other than Dollars.

If at the time that the Administrative Agent shall seek to determine the LIBO Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Borrowing the LIBO 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 reasonably determine that it is not possible to determine the Interpolated Rate (including, without limitation, because the LIBO Screen Rate is not available or published on a current basis) (which conclusion shall be conclusive and binding absent manifest error), then, # if such Borrowing shall be requested in Dollars, then such Borrowing shall be made as an ABR Borrowing at the Alternate Base Rate and # if such Borrowing shall be requested in any Foreign Currency, the LIBO Rate shall be equal to the rate determined by the Administrative Agent in its reasonable discretion after consultation with ​ and consented to in writing by the Required ​ (the “Alternative Rate”); provided, however, that until such time as the Alternative Rate shall be determined and so consented to by the Required ​, Borrowings shall not be available in such Foreign Currency.

If # the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted Eurocurrency Base Rate or the Eurocurrency Base Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period (including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis), # any Lender determines that maintenance of its Eurocurrency Rate Loans at a suitable Lending Installation would violate any applicable law, rule, regulation or directive, whether or not having the force of law or # the Required Lenders determine that # deposits of a type, currency or maturity appropriate to match fund Eurocurrency Rate Loans are not available or # the interest rate applicable to Eurocurrency Rate Loans does not accurately reflect the cost of making or maintaining such an Advance, then # any request by the Company that requests the conversion of any Advance to, or continuation of any Advance as, a Eurocurrency Rate Advance in the applicable currency or for the applicable Interest Period, as the case may be, shall be ineffective, # if any Borrowing/Election Notice requests a Eurocurrency Rate Advance in Dollars, such Advance shall be made as a Floating Rate Advance and # if any Borrowing/Election Notice requests a Eurocurrency Rate Advance in an Agreed Currency other than Dollars, then the Eurocurrency Base Rate for such Eurocurrency Rate Advance shall be the Foreign Currency Alternative Rate; provided that if the circumstances giving rise to such notice affect only one Type of Advances, then the other Type of Advances shall be permitted.

If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that # the circumstances set forth in [Section 4.3(B)(i)] have arisen and such circumstances are unlikely to be temporary or # the circumstances set forth in [Section 4.3(B)(i)] have not arisen but either # the supervisor for the administrator of the LIBOR Screen Rate has made a public statement that the administrator of the LIBOR Screen Rate is insolvent (and there is no successor administrator that will continue publication of the LIBOR Screen Rate), # the administrator of the LIBOR Screen Rate has made a public statement identifying a specific date after which the LIBOR Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBOR Screen Rate), # the supervisor for the administrator of the LIBOR Screen Rate has made a public statement identifying a specific date after which the LIBOR Screen Rate will permanently or indefinitely cease to be published or # the supervisor for the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Screen Rate may no longer be used for determining interest rates for loans, then the Administrative Agent and the Company shall # endeavor to establish a Dollar Benchmark Replacement for Eurocurrency Rate Loans denominated in Dollars, and # endeavor to establish a Foreign Currency Alternative Rate as described in [Section 4.3(A)] above for Eurocurrency Rate Loans denominated in Agreed Currencies other than Dollars, and shall enter into an amendment to this Agreement to reflect such Dollar Benchmark Replacement or Foreign Currency Alternative Rate, as appropriate, and any other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Eurocurrency Rate Applicable Margin). Notwithstanding anything to the contrary in Section 9.3, # any such amendment establishing a Dollar Benchmark Replacement shall become effective without any further action or consent of any other party to this Agreement (other than the Company and the Administrative Agent) so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment and # any such amendment establishing a Foreign Currency Alternative Rate for Loans denominated in an Agreed Currency other than Dollars shall become effective without any further action or consent of any other party to this Agreement (other than the Company and the Administrative Agent) so long as the Required Revolving Lenders shall have approved such Alternative Rate. Until an alternate rate of interest shall be determined in accordance with this [Section 4.3(C)] (but, in the case of the circumstances described in clause (ii)(w), clause (ii)(x) or clause (ii)(y) of the first sentence of this [Section 4.3(C)], only to the extent the LIBOR Screen Rate for the applicable Agreed Currency and such Interest Period is not available or published at such time on a current basis), # any Borrowing/Election Notice that requests the conversion of any Advance to, or continuation of any Advance as, a Eurocurrency Advance, or any Borrowing/Election Notice for a borrowing in an Agreed Currency other than Dollars shall, in each case shall be ineffective, and any such Eurocurrency Borrowing shall be at the option of the Company repaid or (solely if such Eurocurrency Borrowing is denominated in Dollars) converted into a Floating Rate Advance on the last day of the then current Interest Period applicable thereto and # if any Borrowing/Election Notice requests a Eurocurrency Revolving Advance in Dollars, such Advance shall be made as a Floating Rate Advance.

If at the time that [[Administrative Agent:Organization]] shall seek to determine the LIBO Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Borrowing the LIBO 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 [[Administrative Agent:Organization]] shall reasonably determine that it is not possible to determine the Interpolated Rate (including, without limitation, because the LIBO Screen Rate is not available or published on a current basis) (which conclusion shall be conclusive and binding absent manifest error), then, # if such Borrowing shall be requested in Dollars, then such Borrowing shall be made as an ABR Borrowing at the Alternate Base Rate and # if such Borrowing shall be requested in any Foreign Currency, the LIBO Rate shall be equal to the rate determined by [[Administrative Agent:Organization]] in its reasonable discretion after consultation with ​ and consented to in writing by the Required [[Organization B:Organization]] (the “Alternative Rate”); provided, however, that until such time as the Alternative Rate shall be determined and so consented to by the Required [[Organization B:Organization]], Borrowings shall not be available in such Foreign Currency.

If # the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted Eurocurrency Base Rate or the Eurocurrency Base Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period, # any Lender determines that maintenance of its Eurocurrency Rate Loans at a suitable Lending Installation would violate any applicable law, rule, regulation or directive, whether or not having the force of law or # the Required Lenders determine that # deposits of a type, currency or maturity appropriate to match fund Eurocurrency Rate Loans are not available or # the interest rate applicable to Eurocurrency Rate Loans does not accurately reflect the cost of making or maintaining such an Advance, then # any request by ​ that requests the conversion of any Advance to, or continuation of any Advance as, a Eurocurrency Rate Advance in the applicable currency or for the applicable Interest Period, as the case may be, shall be ineffective, # if any Borrowing/Election Notice requests a Eurocurrency Rate Advance in Dollars, such Advance shall be made as a Floating Rate Advance and # if any Borrowing/Election Notice requests a Eurocurrency Rate Advance in an Agreed Currency other than Dollars, then the Eurocurrency Base Rate for such Eurocurrency Rate Advance shall be the Alternative Rate; provided that if the circumstances giving rise to such notice affect only one Type of Advances, then the other Type of Advances shall be permitted.

If the Administrative Agent shall have determined # that for any reason adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or # that the Eurocurrency Rate applicable pursuant to subsection ‎2.08(a) for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to any Bank of funding such Loan, the Administrative Agent will forthwith give notice of such determination to the Company and each Bank. Thereafter, # the obligation of the Banks to make or maintain Eurocurrency Rate Loans in the affected currency hereunder shall be suspended and # each outstanding Loan in the affected currency shall be prepaid (or, in the case of a Dollar-Denominated Loan, converted into a Base Rate Loan) on the last day of the then current Interest Period applicable thereto until the Administrative Agent revokes such notice in writing. Upon receipt of such notice, the Company may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Company does not revoke such notice, the Banks shall make, convert or continue the Loans, as proposed by the Company, in the Dollar Amount specified in the applicable notice submitted by the Company, but such Loans shall be made, converted or continued as Base Rate Loans instead of Eurocurrency Rate Loans.