Common use of Inability to Determine Interest Rate Clause in Contracts

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) the Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, (b) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent shall give telecopy or telephonic notice thereof to the Borrowers and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given (i) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate Loans and (iii) each outstanding Eurodollar Loan shall be converted, on the last day of the then-current Interest Period thereof, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Rate Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (bc) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Loans during such Interest Period, then, in any such case (a), (b) or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market), the Administrative Agent shall give telecopy or telephonic notice thereof to promptly notify the Borrowers Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and will also give prompt written notice to the Borrowers when such conditions no longer existbinding for all purposes. If such notice is given Thereafter, (ix) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as Base Rate ABR Loans, (iiy) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate ABR Loans and (iiiz) each any outstanding Eurodollar Loan Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period thereofPeriod, to Base Rate ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans under the relevant Facility to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) In the event that the Administrative Agent or the Foreign Currency Agent, as applicable, shall have determined in good faith (which determination shall be conclusive and binding upon the Borrowers) that, that (i) by reason of circumstances affecting the relevant marketinterbank market for the applicable Currency generally, adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate for such Interest Period, (b) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such any requested Interest Period will not adequately and fairly reflect the cost with respect to such Lenders of making Committed Rate Loans that a Borrower has requested be made as, continued as or maintaining their Eurodollar converted into Eurocurrency Loans during such Interest Period, or (cii) Dollar that deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable Currency are not generally available available, or cannot be obtained by the Banks, in the London interbank marketapplicable market (any Foreign Currency affected by the circumstances described in clause (i) or (ii) is referred to as an “Affected Foreign Currency”), the Administrative Agent or the Foreign Currency Agent, as applicable, shall promptly give telecopy or telephonic notice thereof of such determination to such Borrower and the Banks prior to the Borrowers and first day of the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when requested Interest Period for such conditions no longer existEurocurrency Loans. If such notice is given given, such Borrower may (iA) in accordance with the provisions of subsection 2.1 or 2.9, as the case may be (including any Eurodollar requirements for notification), request that the affected Loans requested to denominated in Dollars be made on as, continued as or converted into, as the first day of such Interest Period shall be made as Base Rate case may be, ABR Loans, (iiB) request that any outstanding Foreign Currency Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate Loans and (iii) each outstanding Eurodollar Loan shall in an Affected Foreign Currency be converted, on the last day of the then-current Interest Period thereofPeriod, to Base Dollar Loans at the applicable Exchange Rate or (C) in the case of Loans requested to be made on the first day of such Interest Period, withdraw the notice given under subsection 2.1 or 2.9, as the case may be, by giving telephonic notice to the Administrative Agent or the Foreign Currency Agent, as applicable, no later than 10:00 A.M. (Local Time) one Business Day prior to the applicable Borrowing Date, confirmed in writing no later than one Business Day after such telephonic notice is given; provided that if the Administrative Agent or the Foreign Currency Agent, as applicable, does not receive any notice permitted from the relevant Borrower hereunder, such Borrower shall be deemed to have requested that the affected Loans be made as, continued as or converted into, as the case may be, ABR Loans or, in the case of Foreign Currency Loans, shall be deemed to have requested that the affected Loans be made as, continued as or converted into, as the case may be, Dollar Loans which are (1) ABR Loans (in the case of clause (i) above) or (2) Eurocurrency Loans (in the case of clause (ii) above). Until such the notice given pursuant to the first sentence of this paragraph has been withdrawn by the Administrative Agent or the Foreign Currency Agent, as applicable, no further Eurodollar Eurocurrency Loans denominated in Dollars (in the case of clause (i) above) or in an Affected Foreign Currency shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate ABR Loans to Eurodollar Eurocurrency Loans.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, (a) event that the Administrative Agent or the Required Lenders shall have reasonably determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) that, that (a) by reason of circumstances affecting the relevant interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such any Interest PeriodPeriod with respect to (i) proposed Loans that Borrower has requested be made as Eurodollar Loans, (bii) any Eurodollar Loans that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the Agent has received notice from the Required Lenders that the continuation of any Eurodollar Rate determined or to be determined Loan as such for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such an additional Interest Period, or (cb) Dollar deposits in the principal amounts of relevant amount and for the relevant period with respect to any such Eurodollar Loans to which such Interest Period is to be applicable Loan are not generally available to the Lenders in the London their respective Eurodollar Lending Offices’ interbank marketeurodollar markets, the Administrative Agent shall forthwith give telecopy or telephonic notice thereof of such determination, confirmed in writing, to the Borrowers Borrower and the Lenders at least one day prior to, as soon as practicable thereafterthe case may be, and will also give prompt written notice to the Borrowers when requested Borrowing Date, the conversion date or the last day of such conditions no longer existInterest Period. If such notice is given (i) any requested Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Alternate Base Rate Loans, (ii) any Alternate Base Rate Loans that were to have been converted on the first day of such Interest Period to or Eurodollar Loans shall be continued as Alternate Base Rate Loans, and (iii) any outstanding Eurodollar Loans shall be converted to or continued as Base Rate Loans and (iii) each outstanding Eurodollar Loan shall be converted, on the last day of the then-then current Interest Period thereof, to applicable thereto into Alternate Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers have the right to convert and no Alternate Base Rate Loans shall be converted to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, (a) event that the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersCompany) that, that (a) by reason of circumstances affecting the relevant interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such any Interest PeriodPeriod with respect to (i) proposed Loans that the Company has requested be made as Eurodollar Loans, (bii) any Eurodollar Loans that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the Agent has received notice from the Required Lenders that the continuation of any Eurodollar Rate determined or to be determined Loan as such for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such an additional Interest Period, or (cb) Dollar dollar deposits in the principal amounts of relevant amount and for the relevant period with respect to any such Eurodollar Loans to which such Interest Period is to be applicable Loan are not generally available to the Lenders in the London their respective Eurodollar Lending Offices' interbank marketeurodollar markets, the Administrative Agent shall forthwith give telecopy or telephonic notice thereof of such determination, confirmed in writing, to the Borrowers Company and the Lenders at least one day prior to, as soon as practicable thereafterthe case may be, and will also give prompt written notice to the Borrowers when requested Borrowing Date, the conversion date or the last day of such conditions no longer existInterest Period. If such notice is given (i) any requested Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Alternate Base Rate Loans, (ii) any Alternate Base Rate Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Alternate Base Rate Loans Loans, and (iii) each any outstanding Eurodollar Loan Loans shall be converted, on the last day of the then-then current Interest Period thereofapplicable thereto, to into Alternate Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers have the right to convert and no Alternate Base Rate Loans shall be converted to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, Period (a) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, Period or (b) the Administrative Agent has shall have received notice from the Required Requisite Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Loans during such Interest Period, or (c) Dollar deposits in then the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given given, (i) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate ABR Loans, (ii) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate ABR Loans and (iii) each any outstanding Eurodollar Loan Loans shall be converted, on the last first day of the then-current such Interest Period thereofPeriod, to Base Rate ABR Loans. So long as such notice shall not have been withdrawn, the Administrative Agent shall use reasonable efforts to determine whether or not the circumstances which shall have caused such notice to be given continue to exist, and, if the Administrative Agent or the Requisite Lenders, as the case may be, shall at any time determine that such circumstances no longer exist, the Administrative Agent shall, as soon as practicable thereafter, notify the Lenders and the Borrower that the Administrative Agent is withdrawing such notice. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) the Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, (b) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers Borrower when such conditions no longer exist. If such notice is given (i) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate Loans and (iii) each outstanding Eurodollar Loan shall be converted, on the last day of the then-current Interest Period thereof, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) In the event that the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrowers) that, that by reason of circumstances affecting the relevant marketinterbank eurodollar market generally, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for any requested Interest Period with respect to Committed Rate Loans that a Borrower has requested be made as, continued as or converted into Eurodollar Loans, the Administrative Agent shall promptly give notice of such determination to such Borrower and the Banks prior to the first day of the requested Interest Period, (b) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined Period for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent shall give telecopy or telephonic notice thereof to the Borrowers and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer existLoans. If such notice is given given, such Borrower may (i) in accordance with the provisions of subsection 2.1 or 2.9, as the case may be (including any Eurodollar requirements for notification), request that the affected Loans be made as, continued as or converted into, as the case may be, ABR Loans, or (ii) in the case of Loans requested to be made on the first day of such Interest Period Period, withdraw the notice given under subsections 2.1 or 2.9, as the case may be, by giving telephonic notice to the Administrative Agent, no later than 10:00 A.M. (New York City time) on the applicable Borrowing Date, confirmed in writing no later than one Business Day after such telephonic notice is given; provided that if the Administrative Agent does not receive any notice permitted from the relevant Borrower hereunder, such Borrower shall be made as Base Rate Loans, (ii) any Loans that were deemed to have been converted on requested that the first day of such Interest Period to or affected Loans be made as, continued as Eurodollar Loans shall be or converted to or continued into, as Base Rate Loans and (iii) each outstanding Eurodollar Loan shall be convertedthe case may be, on the last day of the then-current Interest Period thereof, to Base Rate ABR Loans. Until such the notice given pursuant to the first sentence of this paragraph has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or as, continued as suchor converted into, nor shall as the Borrowers have the right to convert Base Rate Loans to case may be, Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) In the event that the Administrative Agent or the Foreign Currency Agent, as applicable, shall have determined in good faith (which determination shall be conclusive and binding upon the Borrowers) that, that (i) by reason of circumstances affecting the relevant marketinterbank eurodollar market generally, adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate for such Interest Period, (b) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such any requested Interest Period will not adequately and fairly reflect the cost with respect to such Lenders of making Committed Rate Loans that a Borrower has requested be made as, continued as or maintaining their Eurodollar converted into Eurocurrency Loans during such Interest Period, or (cii) Dollar that deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable Currency are not generally available available, or cannot be obtained by the Banks, in the London interbank marketapplicable market (any Foreign Currency affected by the circumstances described in clause (i) or (ii) is referred to as an “Affected Foreign Currency”), the Administrative Agent or the Foreign Currency Agent, as applicable, shall promptly give telecopy or telephonic notice thereof of such determination to such Borrower and the Banks prior to the Borrowers and first day of the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when requested Interest Period for such conditions no longer existEurocurrency Loans. If such notice is given given, such Borrower may (iA) in accordance with the provisions of subsection 2.1 or 2.9, as the case may be (including any Eurodollar requirements for notification), request that the affected Loans requested to denominated in Dollars be made on as, continued as or converted into, as the first day of such Interest Period shall be made as Base Rate case may be, ABR Loans, (iiB) request that any outstanding Foreign Currency Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate Loans and (iii) each outstanding Eurodollar Loan shall in an Affected Foreign Currency be converted, on the last day of the then-current Interest Period thereofPeriod, to Base Dollar Loans at the applicable Exchange Rate or (C) in the case of Loans requested to be made on the first day of such Interest Period, withdraw the notice given under subsection 2.1 or 2.9, as the case may be, by giving telephonic notice to the Administrative Agent or the Foreign Currency Agent, as applicable, no later than 10:00 A.M. (Local Time) one Business Day prior to the applicable Borrowing Date, confirmed in writing no later than one Business Day after such telephonic notice is given; provided that if the Administrative Agent or the Foreign Currency Agent, as applicable, does not receive any notice permitted from the relevant Borrower hereunder, such Borrower shall be deemed to have requested that the affected Loans be made as, continued as or converted into, as the case may be, ABR Loans or, in the case of Foreign Currency Loans, shall be deemed to have requested that the affected Loans be made as, continued as or converted into, as the case may be, Dollar Loans which are (1) ABR Loans (in the case of clause (i) above) or (2) Eurocurrency Loans (in the case of clause (ii) above). Until such the notice given pursuant to the first sentence of this paragraph has been withdrawn by the Administrative Agent or the Foreign Currency Agent, as applicable, no further Eurodollar Eurocurrency Loans denominated in Dollars (in the case of clause (i) above) or in an Affected Foreign Currency shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate ABR Loans to Eurodollar Eurocurrency Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, Period (a) the Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, Period or (b) the Agent has shall have received notice from the Required Requisite Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given given, (i) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate ABR Loans, (ii) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate ABR Loans and (iii) each any outstanding Eurodollar Loan Loans shall be converted, on the last first day of the then-current such Interest Period thereofPeriod, to Base Rate ABR Loans. So long as such notice shall not have been withdrawn, the Agent shall use reasonable efforts to determine whether or not the circumstances which shall have caused such notice to be given continue to exist, and, if the Agent shall at any time determine that such circumstances no longer exist, it shall, as soon as practicable thereafter, notify the Lenders and the Borrower that the Agent is withdrawing such notice. Until such notice has been withdrawn by the Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans to Eurodollar Loans. Each determination by the Agent hereunder shall be conclusive absent manifest error.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) the Administrative Agent shall have reasonably determined in good faith (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar LIBOR Rate for such Interest Period, (b) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given (ia) any Eurodollar Foreign Currency Loans requested to be made on the first day of such Interest Period shall be made made, at the sole option of the Borrower, in Dollars as Base Rate LoansLoans or such request shall be cancelled, (iib) any affected LIBOR Loans requested to be made on the first day of such Interest Period shall be made, at the sole option of the Borrower, in Dollars as Base Rate Loans and (c) any affected Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar LIBOR Loans shall be converted to or continued as Base Rate Loans and (iii) each outstanding Eurodollar Loan shall be convertedcontinued, on at the last day sole option of the then-current Interest Period thereofBorrower, to in Dollars as Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar LIBOR Loans in the affected currency shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans to Eurodollar such affected LIBOR Loans.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, (a) event that the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersCompany) that, that (a) by reason of circumstances affecting the relevant interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such any Interest PeriodPeriod with respect to (i) proposed Loans that the Company has requested be made as Eurodollar Loans, (bii) any Eurodollar Loans that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the Agent has received notice from the Required Lenders that the continuation of any Eurodollar Rate determined or to be determined Loan as such for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such an additional Interest Period, or (cb) Dollar dollar deposits in the principal amounts of relevant amount and for the relevant period with respect to any such Eurodollar Loans to which such Interest Period is to be applicable Loan are not generally available to the Lenders in the London their respective Eurodollar Lending Offices' interbank marketeurodollar markets, the Administrative Agent shall forthwith give telecopy or telephonic notice thereof of such determination, confirmed in writing, to the Borrowers Company and the Lenders at least one day prior to, as soon as practicable thereafterthe case may be, and will also give prompt written notice to the Borrowers when requested Borrowing Date, the conversion date or the last day of such conditions no longer existInterest Period. If such notice is given (i) any requested Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Alternate Base Rate Loans, (ii) any Alternate Base Rate Loans that were to have been converted on the first day of such Interest Period to or Eurodollar Loans shall be continued as Alternate Base Rate Loans, and (iii) any outstanding Eurodollar Loans shall be converted to or continued as Base Rate Loans and (iii) each outstanding Eurodollar Loan shall be converted, on the last day of the then-then current Interest Period thereof, to applicable thereto into Alternate Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers have the right to convert and no Alternate Base Rate Loans shall be converted to Eurodollar Loans.

Inability to Determine Interest Rate. If In the event that, prior to the first day of any Interest Period, (a) the Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar LIBOR Adjusted Rate for such Interest Period, Period or (b) the Agent has shall have received notice from the Required Majority Lenders acting in good faith that the Eurodollar LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given given, (i) any Eurodollar LIBOR Loans requested to be made on the first day of such Interest Period shall be made as accrue interest at the Base Rate LoansRate, (ii) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar LIBOR Loans shall be converted to or continued as Base Rate Loans and (iii) each any outstanding Eurodollar Loan LIBOR Loans shall be converted, on the last first day of the then-current such Interest Period thereofPeriod, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further Eurodollar LIBOR Loans shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans to Eurodollar LIBOR Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) If in connection with any request for a Eurodollar Loan or a conversion to or continuation thereof, (i) the Administrative Agent shall have determined determines that (A) Dollar deposits are not being offered to banks in good faith the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Loan, or (which determination shall be conclusive and binding upon the BorrowersB) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining determining the Eurodollar Rate for such any requested Interest PeriodPeriod with respect to a proposed Eurodollar Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (i), “Impacted Loans”), or (bii) the Administrative Agent has received notice from or the Required Lenders determine that for any reason the Eurodollar Rate determined or to be determined for such any requested Interest Period will with respect to a proposed Eurodollar Loan does not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during funding such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank marketLoan, the Administrative Agent shall give telecopy or telephonic notice thereof to will promptly so notify the Borrowers and each Lender. Thereafter, (x) the obligation of the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given (i) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Loans that were to have been converted on the first day of such Interest Period to make or continued as maintain Eurodollar Loans shall be converted suspended (to the extent of the affected Eurodollar Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrowers may revoke any pending request for a borrowing of, conversion to or continued as 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 borrowing of Base Rate Loans and (iii) each outstanding Eurodollar Loan shall be converted, on in the last day of the then-current Interest Period thereof, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Rate Loans to Eurodollar Loansamount specified therein.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) Period the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, (b) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower and the relevant Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given (ix) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as Base Rate ABR Loans, (iiy) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate ABR Loans and (iiiz) each any outstanding Eurodollar Loan Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period thereofPeriod, to Base Rate ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans under the relevant Facility to Eurodollar Loans.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period, (a) Period the Administrative Agent or the Required Lenders shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (i) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (ii) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (biii) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Loans during such Interest Period, then, in any such case (i), (ii) or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank marketiii), the Administrative Agent shall give telecopy or telephonic notice thereof to promptly notify the Borrowers Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and will also give prompt written notice to the Borrowers when such conditions no longer existbinding for all purposes. If such notice is given Thereafter, (ix) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate ABR Loans, (iiy) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate ABR Loans and (iiiz) each any outstanding Eurodollar Loan Loans shall be converted, on the last day of the then-current Interest Period thereofPeriod, to Base Rate ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, (a) event that the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) that, that (a) by reason of circumstances affecting the relevant interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such any Interest PeriodPeriod with respect to (i) proposed Loans that the Borrower has requested be made as Eurodollar Loans, (bii) any Eurodollar Loans that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the Agent has received notice from the Required Lenders that the continuation of any Eurodollar Rate determined or to be determined Loan as such for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such an additional Interest Period, or (cb) Dollar dollar deposits in the principal amounts of relevant amount and for the relevant period with respect to any such Eurodollar Loans to which such Interest Period is to be applicable Loan are not generally available to the Lenders in the London their respective Eurodollar Lending Offices’ interbank marketeurodollar markets, the Administrative Agent shall forthwith give telecopy or telephonic e-mail notice thereof of such determination, confirmed in writing, to the Borrowers Borrower and the Lenders at least one day prior to, as soon as practicable thereafterthe case may be, and will also give prompt written notice to the Borrowers when requested Borrowing Date, the conversion date or the last day of such conditions no longer existInterest Period. If such notice is given (i) any requested Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Alternate Base Rate Loans, (ii) any Alternate Base Rate Loans that were to have been converted on the first day of such Interest Period to or Eurodollar Loans shall be continued as Alternate Base Rate Loans, and (iii) any outstanding Eurodollar Loans shall be converted to or continued as Base Rate Loans and (iii) each outstanding Eurodollar Loan shall be converted, on the last day of the then-then current Interest Period thereof, to applicable thereto into Alternate Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers have the right to convert and no Alternate Base Rate Loans shall be converted to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Revolving Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (bc) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Loans during such Interest Period, then, in any such case of clauses (a), (b) or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market), the Administrative Agent shall give telecopy or telephonic notice thereof to promptly notify the Borrowers Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and will also give prompt written notice to the Borrowers when such conditions no longer existbinding for all purposes. If such notice is given Thereafter, (ix) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate ABR Loans, (iiy) any Revolving Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate ABR Loans and (iiiz) each any outstanding Eurodollar Loan Loans shall be converted, on the last day of the then-current Interest Period thereofPeriod, to Base Rate ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate ABR Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, (a) event that the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrowersapplicable Borrower) that, that (a) by reason of circumstances affecting the relevant interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such any Interest PeriodPeriod with respect to (i) proposed Loans that a Borrower has requested be made as Eurodollar Loans, (bii) any Eurodollar Loans that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the Agent has received notice from the Required Lenders that the continuation of any Eurodollar Rate determined or to be determined Loan as such for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such an additional Interest Period, or (cb) Dollar dollar deposits in the principal amounts of relevant amount and for the relevant period with respect to any such Eurodollar Loans to which such Interest Period is to be applicable Loan are not generally available to the Lenders in the London their respective Eurodollar Lending Offices’ interbank marketeurodollar markets, the Administrative Agent shall forthwith give telecopy or telephonic e-mail notice thereof of such determination, confirmed in writing, to the Borrowers such Borrower and the Lenders at least one day prior to, as soon as practicable thereafterthe case may be, and will also give prompt written notice to the Borrowers when requested Borrowing Date, the conversion date or the last day of such conditions no longer existInterest Period. If such notice is given (i) any requested Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Alternate Base Rate Loans, (ii) any Alternate Base Rate Loans that were to have been converted on the first day of such Interest Period to or Eurodollar Loans shall be continued as Alternate Base Rate Loans, and (iii) any outstanding Eurodollar Loans shall be converted to or continued as Base Rate Loans and (iii) each outstanding Eurodollar Loan shall be converted, on the last day of the then-then current Interest Period thereof, to applicable thereto into Alternate Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers have the right to convert and no Alternate Base Rate Loans shall be converted to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Periodthe month, (a) the Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar LIBOR Rate for such Interest Period, (b) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank marketmonth, the Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers Borrower and Lenders when such conditions no longer exist. If such notice is given (i) any Eurodollar Loans requested to be made on given, the first day outstanding principal balance of such Interest Period shall be made as Base Rate Loans, (ii) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted commence to bear interest at a floating rate of interest determined with reference to the Base Rate, plus or continued minus a margin determined by Lenders, so as Base to most closely approximate the LIBOR Rate Loans and (iii) each outstanding Eurodollar Loan shall be converted, on the last day of the then-current Interest Period thereof, in effect immediately prior to Base Rate Loanssuch termination. Until such notice has been withdrawn by the Agent, no further Eurodollar Loans the LIBOR Rate shall be made unavailable to Borrower. Furthermore, if Agent determines, in accordance with reasonable and ordinary commercial standards, that the acquisition of funds in the London interbank market would be unsafe, impractical or continued in violation of any law, regulation, guideline or order, the Agent shall give telecopy or telephonic notice thereof to Borrower and Lenders as suchsoon as practicable thereafter. If such notice is given, nor the outstanding principal balance of any Competitive Bid Loan (but not the Revolving Loan or Swing Loan), shall commence to bear interest at a floating rate of interest determined in the Borrowers have manner set forth in the right to convert Base Rate Loans to Eurodollar Loanspreceding paragraph until such notice has been withdrawn by Agent.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, (a) event that the Administrative Agent or the Required Lenders shall have reasonably determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) that, that (a) by reason of circumstances affecting the relevant interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such any Interest PeriodPeriod with respect to (i) proposed Loans that Borrower has requested be made as Eurodollar Loans, (bii) any Eurodollar Loans that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the Agent has received notice from the Required Lenders that the continuation of any Eurodollar Rate determined or to be determined Loan as such for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such an additional Interest Period, or (cb) Dollar deposits in the principal amounts of relevant amount and for the relevant period with respect to any such Eurodollar Loans to which such Interest Period is to be applicable Loan are not generally available to the Lenders in the London their respective Eurodollar Lending Offices’ interbank marketeurodollar markets, the Administrative Agent shall forthwith give telecopy or telephonic electronic notice thereof of such determination, confirmed in writing, to the Borrowers Borrower and the Lenders at least one day prior to, as soon as practicable thereafterthe case may be, and will also give prompt written notice to the Borrowers when requested Borrowing Date, the conversion date or the last day of such conditions no longer existInterest Period. If such notice is given (i) any requested Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Alternate Base Rate Loans, (ii) any Alternate Base Rate Loans that were to have been converted on the first day of such Interest Period to or Eurodollar Loans shall be continued as Alternate Base Rate Loans, and (iii) any outstanding Eurodollar Loans shall be converted to or continued as Base Rate Loans and (iii) each outstanding Eurodollar Loan shall be converted, on the last day of the then-then current Interest Period thereof, to applicable thereto into Alternate Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers have the right to convert and no Alternate Base Rate Loans shall be converted to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, (b) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given (ia) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, ABR Loans and (iib) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate Loans and (iii) each outstanding Eurodollar Loan shall be converted, ABR Loans. If any such repayment occurs on a day which is not the last day of the then-then current Interest Period thereofwith respect to such Eurodollar Loan, the Borrower shall pay to Base Rate Loanseach of the Revolving Credit Lenders such amounts, if any, as may be required pursuant to subsection 4.12. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate ABR Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) In the event that the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrowers) that, that by reason of circumstances affecting the relevant marketinterbank eurodollar market generally, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for any requested Interest Period with respect to Committed Rate Loans that a Borrower has requested be made as, continued as or converted into Eurodollar Loans, the Administrative Agent shall promptly give notice of such determination to such Borrower and the Banks prior to the first day of the requested Interest Period, (b) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined Period for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent shall give telecopy or telephonic notice thereof to the Borrowers and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer existLoans. If such notice is given given, such Borrower may (i) in accordance with the provisions of subsection 2.1 or 2.9, as the case may be (including any Eurodollar requirements for notification), request that the affected Loans be made as, continued as or converted into, as the case may be, ABR Loans, or (ii) in the case of Loans requested to be made on the first day of such Interest Period Period, withdraw the notice given under subsection 2.1 or 2.9, as the case may be, by giving telephonic notice to the Administrative Agent, no later than 10:00 A.M. (New York City time) on the applicable Borrowing Date, confirmed in writing no later than one Business Day after such telephonic notice is given; provided that if the Administrative Agent does not receive any notice permitted from the relevant Borrower hereunder, such Borrower shall be made as Base Rate Loans, (ii) any Loans that were deemed to have been converted on requested that the first day of such Interest Period to or affected Loans be made as, continued as Eurodollar Loans shall be or converted to or continued into, as Base Rate Loans and (iii) each outstanding Eurodollar Loan shall be convertedthe case may be, on the last day of the then-current Interest Period thereof, to Base Rate ABR Loans. Until such the notice given pursuant to the first sentence of this paragraph has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or as, continued as suchor converted into, nor shall as the Borrowers have the right to convert Base Rate Loans to case may be, Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such any requested Interest Period, (b) the Agent has received notice from the Required Lenders or that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such the Lenders of making or maintaining their Eurodollar Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank marketaffected Loans, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given given, (ix) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Alternate Base Rate Loans, (iiy) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Alternate Base Rate Loans and (iiiz) each any outstanding Eurodollar Loan Loans shall be converted, on the last first day of the then-current such Interest Period thereofPeriod, to Alternate Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Alternate Base Rate Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) : the Administrative Agent shall have determined in its good faith judgment (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, (b) or the Administrative Agent has shall have received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the actual cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower and the relevant Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given (ix) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate ABR Loans, (iiy) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate ABR Loans and (iiiz) each any outstanding Eurodollar Loan Loans shall be converted, on the last day of the then-current Interest Period thereofPeriod, to Base Rate ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans to Eurodollar Loans. The Administrative Agent shall promptly withdraw such notice when Eurodollar Loans are again available.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) In the event that the ------------------------------------ Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrowers) that, that by reason of circumstances affecting the relevant marketinterbank eurodollar market generally, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for any requested Interest Period with respect to Committed Rate Loans that a Borrower has requested be made as, continued as or converted into Eurodollar Loans, the Administrative Agent shall promptly give notice of such determination to such Borrower and the Banks prior to the first day of the requested Interest Period, (b) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined Period for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent shall give telecopy or telephonic notice thereof to the Borrowers and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer existLoans. If such notice is given given, such Borrower may (i) in accordance with the provisions of subsection 2.1 or 2.9, as the case may be (including any Eurodollar requirements for notification), request that the affected Loans be made as, continued as or converted into, as the case may be, ABR Loans, or (ii) in the case of Loans requested to be made on the first day of such Interest Period Period, withdraw the notice given under subsections 2.1 or 2.9, as the case may be, by giving telephonic notice to the Administrative Agent, no later than 10:00 A.M. (New York City time) on the applicable Borrowing Date, confirmed in writing no later than one Business Day after such telephonic notice is given; provided -------- that if the Administrative Agent does not receive any notice permitted from the relevant Borrower hereunder, such Borrower shall be made as Base Rate Loans, (ii) any Loans that were deemed to have been converted on requested that the first day of such Interest Period to or affected Loans be made as, continued as Eurodollar Loans shall be or converted to or continued into, as Base Rate Loans and (iii) each outstanding Eurodollar Loan shall be convertedthe case may be, on the last day of the then-current Interest Period thereof, to Base Rate ABR Loans. Until such the notice given pursuant to the first sentence of this paragraph has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or as, continued as suchor converted into, nor shall as the Borrowers have the right to convert Base Rate Loans to case may be, Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) the Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurodollar Rate (including because the London Interbank Offered Rate is not available or published on a current basis) for such Interest Period, (b) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such Interest Period, or (c) the Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers Borrower when such conditions no longer exist. If such notice is given (i) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate Loans and (iii) each outstanding Eurodollar Loan shall be converted, on the last day of the then-current Interest Period thereof, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans to Eurodollar Loans. If at any time the Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (b) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (b) above have not arisen but the supervisor for the administrator of the Eurodollar or a governmental authority having jurisdiction over the Agent has made a public statement identifying a specific date after which the Eurodollar Rate shall no longer be used for determining interest rates for loans, then the Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Credit Agreement to reflect such alternate rate of interest and such other related changes to this Credit Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the applicable margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Credit Agreement. Such amendment shall become effective without any further action or consent of any other party to this Credit Agreement so long as the Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this paragraph (but, in the case of the circumstances described in subclause (ii) of the first sentence of this paragraph, only to the extent the Eurodollar Rate for such Interest Period is not available or published at such time on a current basis), (x) any conversion or continuation pursuant to Section 2.7 shall be ineffective and (y) any Eurodollar Loan shall be made as a Base rate Loan.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, (a) event that the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersCompany) that, that (a) by reason of circumstances affecting the relevant interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such any Interest PeriodPeriod with respect to (i) proposed Loans that the Company has requested be made as Eurodollar Loans, (bii) any Eurodollar Loans that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the Agent has received notice from the Required Lenders that the continuation of any Eurodollar Rate determined or to be determined Loan as such for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such an additional Interest Period, or (cb) Dollar dollar deposits in the principal amounts of relevant amount and for the relevant period with respect to any such Eurodollar Loans to which such Interest Period is to be applicable Loan are not generally available to the Lenders in the London their respective Eurodollar Lending Offices’ interbank marketeurodollar markets, the Administrative Agent shall forthwith give telecopy or telephonic notice thereof of such determination, confirmed in writing, to the Borrowers Company and the Lenders at least one day prior to, as soon as practicable thereafterthe case may be, and will also give prompt written notice to the Borrowers when requested Borrowing Date, the conversion date or the last day of such conditions no longer existInterest Period. If such notice is given (i) any requested Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Alternate Base Rate Loans, (ii) any Alternate Base Rate Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Alternate Base Rate Loans Loans, and (iii) each any outstanding Eurodollar Loan Loans shall be converted, on the last day of the then-then current Interest Period thereofapplicable thereto, to into Alternate Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers have the right to convert and no Alternate Base Rate Loans shall be converted to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) In the event that the Administrative Agent or the Foreign Currency Agent, as applicable, shall have determined in good faith (which determination shall be conclusive and binding upon the Borrowers) that, that (i) by reason of circumstances affecting the relevant marketinterbank eurodollar market generally, adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate for such Interest Period, (b) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such any requested Interest Period will not adequately and fairly reflect the cost with respect to such Lenders of making Committed Rate Loans that a Borrower has requested be made as, continued as or maintaining their Eurodollar converted into Eurocurrency Loans during such Interest Period, or (cii) Dollar that deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable Currency are not generally available available, or cannot be obtained by the Banks, in the London interbank marketapplicable market (any Foreign Currency affected by the circumstances described in clause (i) or (ii) is referred to as an “Affected Foreign Currency”), the Administrative Agent or the Foreign Currency Agent, as applicable, shall promptly give telecopy or telephonic notice thereof of such determination to such Borrower and the Banks prior to the Borrowers and first day of the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when requested Interest Period for such conditions no longer existEurocurrency Loans. If such notice is given given, such Borrower may (iA) in accordance with the provisions of subsection 2.1 or 2.9, as the case may be (including any Eurodollar requirements for notification), request that the affected Loans requested to denominated in Dollars be made on as, continued as or converted into, as the first day of such Interest Period shall be made as Base Rate case may be, ABR Loans, (iiB) request that any outstanding Foreign Currency Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate Loans and (iii) each outstanding Eurodollar Loan shall in an Affected Foreign Currency be converted, on the last day of the then-current Interest Period thereofPeriod, to Base Dollar Loans at the applicable Exchange Rate or (C) in the case of Loans denominated in an Affected Foreign Currency requested to be made on the first day of such Interest Period, withdraw the notice given under subsection 2.1 or 2.9, as the case may be, by giving telephonic notice to the Administrative Agent or the Foreign Currency Agent, as applicable, no later than 10:00 A.M. (Local Time) one Business Day prior to the applicable Borrowing Date, confirmed in writing no later than one Business Day after such telephonic notice is given; provided that if the Administrative Agent or the Foreign Currency Agent, as applicable, does not receive any notice permitted from the relevant Borrower hereunder, such Borrower shall be deemed to have requested that the affected Loans be made as, continued as or converted into, as the case may be, ABR Loans or, in the case of Foreign Currency Loans, shall be deemed to have requested that the affected Loans be made as, continued as or converted into, as the case may be, Dollar Loans which are ABR Loans. Until such the notice given pursuant to the first sentence of this paragraph has been withdrawn by the Administrative Agent or the Foreign Currency Agent, as applicable, no further Eurodollar Eurocurrency Loans denominated in Dollars (in the case of clause (i) above) or in an Affected Foreign Currency shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate ABR Loans to Eurodollar Eurocurrency Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) In the event that the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrowers) that, that by reason of circumstances affecting the relevant marketinterbank eurodollar market generally, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for any requested Interest Period with respect to Committed Rate Loans that a Borrower has requested be made as, continued as or converted into Eurodollar Loans, the Administrative Agent shall promptly give notice of such determination to such Borrower and the Banks prior to the first day of the requested Interest Period, (b) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined Period for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent shall give telecopy or telephonic notice thereof to the Borrowers and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer existLoans. If such notice is given given, such Borrower may (i) in accordance with the provisions of subsection 2.1 or 2.9, as the case may be (including any Eurodollar requirements for notification), request that the affected Loans be made as, continued as or converted into, as the case may be, ABR Loans, or (ii) in the case of Loans requested to be made on the first day of such Interest Period Period, withdraw the notice given under subsections 2.1 or 2.9, as the case may be, by giving telephonic notice to the Administrative Agent, no later than 10:00 A.M. (New York City time) on the applicable Borrowing Date, confirmed in writing no later than one Business Day after such telephonic notice is given; PROVIDED that if the Administrative Agent does not receive any notice permitted from the relevant Borrower hereunder, such Borrower shall be made as Base Rate Loans, (ii) any Loans that were deemed to have been converted on requested that the first day of such Interest Period to or affected Loans be made as, continued as Eurodollar Loans shall be or converted to or continued into, as Base Rate Loans and (iii) each outstanding Eurodollar Loan shall be convertedthe case may be, on the last day of the then-current Interest Period thereof, to Base Rate ABR Loans. Until such the notice given pursuant to the first sentence of this paragraph has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or as, continued as suchor converted into, nor shall as the Borrowers have the right to convert Base Rate Loans to case may be, Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, : (a) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (b) the Administrative Agent has shall have received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given (ix) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate ABR Loans, (iiy) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate ABR Loans and (iiiz) each any outstanding Eurodollar Loan Loans shall be converted, on the last day of the then-current Interest Period thereofPeriod, to Base Rate ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If If, prior to the first day of any Interest Period, (a) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (b) the Administrative Agent has shall have received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower and the relevant Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given (ix) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as Base Rate ABR Loans, (iiy) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate ABR Loans and (iiiz) each any outstanding Eurodollar Loan Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period thereofPeriod, to Base Rate ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans under the relevant Facility to Eurodollar Loans.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period, (a) the Administrative Agent or the Required Lenders shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (i) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (ii) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (biii) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Loans during such Interest Period, then, in any such case (i), (ii) or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank marketiii), the Administrative Agent shall give telecopy or telephonic notice thereof to promptly notify the Borrowers Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and will also give prompt written notice to the Borrowers when such conditions no longer existbinding for all purposes. If such notice is given Thereafter, (ix) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate ABR Loans, (iiy) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate ABR Loans and (iiiz) each any outstanding Eurodollar Loan Loans shall be converted, on the last day of the then-current Interest Period thereofPeriod, to Base Rate ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If In the event that, prior to the first day of any Interest Period, (a) the Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar LIBOR Adjusted Rate for such Interest Period, Period or (b) the Agent has shall have received notice from the Required Majority Lenders acting in good faith that the Eurodollar LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given given, (i) any Eurodollar LIBOR Loans requested to be made on the first day of such Interest Period shall be made as accrue interest at the Base Rate LoansRate, (ii) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar LIBOR Loans shall be converted to or continued as Base Rate Loans and (iii) each any outstanding Eurodollar Loan LIBOR Loans shall be converted, on the last first day of the then-current such Interest Period thereofPeriod, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further Eurodollar LIBOR Loans shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans to Eurodollar Loans.Rate

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, : (a) the The Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (b) the Administrative Agent has shall have received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower and the relevant Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given (ix) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as Base Rate ABR Loans, (iiy) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate ABR Loans and (iiiz) each any outstanding Eurodollar Loan Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period thereofPeriod, to Base Rate ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans under the relevant Facility to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, (a) event that the Administrative Agent or the Required Lenders shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) that, that (a) by reason of circumstances affecting the relevant interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such any Interest PeriodPeriod with respect to (i) proposed Loans that Bor- rower has requested be made as Eurodollar Loans, (bii) any Eurodollar Loans that will result from the requested conversion of all or part of the Alter- nate Base Rate Loans into Eurodollar Loans or (iii) the Agent has received notice from the Required Lenders that the continuation of any Eurodollar Rate determined or to be determined Loan as such for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such an additional Interest Period, or (cb) Dollar dollar deposits in the principal amounts of relevant amount and for the relevant period with respect to any such Eurodollar Loans to which such Interest Period is to be applicable Loan are not generally available to the Lenders in the London their respective Eurodollar Lending Offices' interbank marketeurodollar markets, the Administrative Agent shall forthwith give telecopy or telephonic notice thereof of such de- termination, confirmed in writing, to the Borrowers Borrower and the Lenders at least one day prior to, as soon as practicable thereafterthe case may be, and will also give prompt written notice to the Borrowers when requested Borrowing Date, the conver- sion date or the last day of such conditions no longer existInterest Period. If such notice is given (i) any requested Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Alternate Base Rate Loans, (ii) any Alternate Base Rate Loans that were to have been converted on the first day of such Interest Period to or Eurodollar Loans shall be continued as Alternate Base Rate Loans, and (iii) any outstanding Eurodollar Loans shall be converted to or continued as Base Rate Loans and (iii) each outstanding Eurodollar Loan shall be converted, on the last day of the then-then current Interest Period thereof, to applicable thereto into Alternate Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers have the right to convert and no Alternate Base Rate Loans shall be converted to Eurodollar Loans. 4.9.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period, (a) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (i) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (ii) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (biii) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Loans during such Interest Period, then, in any such case (i), (ii) or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank marketiii), the Administrative Agent shall give telecopy or telephonic notice thereof to promptly notify the Borrowers Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and will also give prompt written notice to the Borrowers when such conditions no longer existbinding for all purposes. If such notice is given Thereafter, (ix) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as Base Rate ABR Loans, (iiy) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate ABR Loans and (iiiz) each any outstanding Eurodollar Loan Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period thereofPeriod, to Base Rate ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans under the relevant Facility to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) the Agent Lender shall have determined in good faith (which determination shall be conclusive and binding upon the Borrowers) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (bc) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders Lender (as conclusively certified by Lender) of making or maintaining their Eurodollar Loans during such Interest Period, then, in any such case of (a), (b) or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market), the Agent Lender shall give telecopy or telephonic notice thereof to promptly notify the Borrowers and the Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and will also give prompt written notice to the Borrowers when such conditions no longer existbinding for all purposes. If such notice is given Thereafter, (ix) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate ABR Loans, (iiy) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate ABR Loans and (iiiz) each any outstanding Eurodollar Loan Loans shall be converted, on the last day of the then-current Interest Period thereofPeriod, to Base Rate ABR Loans. Until such notice has been withdrawn by the AgentLender, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Rate Loans under the relevant Facility to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, (a) event that the ------------------------------------ Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrowers) that, that (a) by reason of circumstances affecting the relevant interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such any Interest PeriodPeriod with respect to (i) proposed Loans that the Company, as agent for the Borrowers, has requested be made as Eurodollar Loans, (bii) any Eurodollar Loans that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the Agent has received notice from the Required Lenders that the continuation of any Eurodollar Rate determined or to be determined Loan as such for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such an additional Interest Period, or (cb) Dollar dollar deposits in the principal amounts of relevant amount and for the relevant period with respect to any such Eurodollar Loans to which such Interest Period is to be applicable Loan are not generally available to the Lenders in the London their respective Eurodollar Lending Offices' interbank marketeurodollar markets, the Administrative Agent shall forthwith give telecopy or telephonic notice thereof of such determination, confirmed in writing, to the Borrowers Company and the Lenders at least one day prior to, as soon as practicable thereafterthe case may be, and will also give prompt written notice to the Borrowers when requested Borrowing Date, the conversion date or the last day of such conditions no longer existInterest Period. If such notice is given (i) any requested Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Alternate Base Rate Loans, (ii) any Alternate Base Rate Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Alternate Base Rate Loans and (iii) each any outstanding Eurodollar Loan Loans shall be converted, converted on the last day of the then-then current Interest Period thereof, to applicable thereto into Alternate Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers have the right to convert and no Alternate Base Rate Loans shall be converted to Eurodollar Loans.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period, (ai) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, (bii) the Administrative Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such Interest Period, or (ciii) U.S. Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given given, (iA) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (iiB) any Revolving Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate Loans and (iiiC) each outstanding Eurodollar Loan shall be converted, on the last day of the then-current Interest Period thereof, to Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Rate Loans or LMIR Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, (a) event that the Administrative Agent or the Required Lenders shall have reasonably determined in good faith (which determination shall be conclusive and binding upon the Borrowers) that, that (a) by reason of circumstances affecting the relevant interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such any Interest PeriodPeriod with respect to (i) proposed Loans that the Borrowers have requested be made as Eurodollar Loans, (bii) any Eurodollar Loans that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the Agent has received notice from the Required Lenders that the continuation of any Eurodollar Rate determined or to be determined Loan as such for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such an additional Interest Period, or (cb) Dollar deposits in the principal amounts of relevant amount and for the relevant period with respect to any such Eurodollar Loans to which such Interest Period is to be applicable Loan are not generally available to the Lenders in the London their respective Eurodollar Lending Offices’ interbank marketeurodollar markets, the Administrative Agent shall forthwith give telecopy or telephonic notice thereof of such determination, confirmed in writing, to the Borrowers and the Lenders at least one day prior to, as soon as practicable thereafterthe case may be, and will also give prompt written notice to the Borrowers when requested Borrowing Date, the conversion date or the last day of such conditions no longer existInterest Period. If such notice is given (i) any requested Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Alternate Base Rate Loans, (ii) any Alternate Base Rate Loans that were to have been converted on the first day of such Interest Period to or Eurodollar Loans shall be continued as Alternate Base Rate Loans, and (iii) any outstanding Eurodollar Loans shall be converted to or continued as Base Rate Loans and (iii) each outstanding Eurodollar Loan shall be converted, on the last day of the then-then current Interest Period thereof, to applicable thereto into Alternate Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers have the right to convert and no Alternate Base Rate Loans shall be converted to Eurodollar Loans.

Inability to Determine Interest Rate. If (a) If, prior to the first day of any Interest Period, (a) the Administrative Agent shall have determined reasonably and in good faith determined (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar LIBO Rate for such Interest Period, (b) then the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Administrative Agent shall give telecopy or telephonic facsimile notice thereof to the Borrowers Borrower and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given given, (i) any Eurodollar LIBOR Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Base Rate Loans that were to have been converted Converted on the first day of such Interest Period to or continued as Eurodollar LIBOR Loans shall be converted to or continued as Base Rate Loans and (iii) each unless such notice has been withdrawn prior thereto, any outstanding Eurodollar Loan LIBOR Loans shall be convertedConverted, on the last day of the then-then current Interest Period thereofPeriod, to Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar LIBOR Loans shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans to Eurodollar Loans.Convert

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) : the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrowersabsent manifest error) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurodollar Base Rate or the Eurodollar Rate, as applicable, for such Interest Period, (b) or the Administrative Agent has shall have received notice from the Required Lenders that the Eurodollar Base Rate or the Eurodollar Rate, as applicable, determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower and the relevant Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given (ix) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate ABR Loans, (iiy) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate ABR Loans and (iiiz) each any outstanding Eurodollar Loan Loans shall be converted, on the last day of the then-current Interest Period thereofPeriod, to Base Rate ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If In the event that, prior to the first day of any Interest Period, (a) the Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar LIBOR Adjusted Rate for such Interest Period, Period or (b) the Agent has shall have received notice from the Required Majority Lenders acting that the Eurodollar LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Revolving Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given given, (i) any Eurodollar LIBOR Loans requested to be made on the first day of such Interest Period shall be made as accrue interest at the Base Rate LoansRate, (ii) any Revolving Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar LIBOR Loans shall be converted to or continued as Base Rate Loans and (iii) each any outstanding Eurodollar Loan LIBOR Loans shall be converted, on the last first day of the then-current such Interest Period thereofPeriod, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further Eurodollar LIBOR Loans shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans to Eurodollar LIBOR Loans.

Inability to Determine Interest Rate. If (I) Subject to the following paragraph and Section 4.7(II), if, prior to the first day of any Interest Period, (a) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon each of the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Rate with respect to any Eurodollar Rate for such Interest Period, (b) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined Loan for such Interest Period will not adequately and fairly reflect (the cost to such Lenders of making or maintaining their “Affected Eurodollar Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank marketRate”), the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower Representative and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given (ia) any Eurodollar Loans the rate of interest applicable to which is based on the Affected Eurodollar Rate requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, ABR Loans and (iib) any Term Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans the rate of interest applicable to which is based upon the Affected Eurodollar Rate shall be converted to or continued as Base Rate Loans and (iii) each outstanding Eurodollar Loan shall be converted, on the last day of the then-current Interest Period thereof, to Base Rate ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans the rate of interest applicable to which is based upon the Affected Eurodollar Rate shall be made or continued as such, nor shall the Borrowers Borrower Representative have the right to convert Base Rate ABR Loans to Eurodollar Loans., the rate of interest applicable to which is based upon the Affected Eurodollar Rate. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error) that:

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, (i) adequate and reasonable means do not exist for ascertaining the Adjusted Eurodollar Rate or the Eurodollar Rate for such Interest Period, Period or (bii) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such any requested Interest Period will does not adequately and fairly reflect the cost to such Lenders of making or maintaining their funding such Eurodollar Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank marketLoan, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers and the Lenders when such conditions no longer exist. If such notice is given (ia) any Eurodollar Loans or Competitive Bid Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, Loans and (iib) any Revolving Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate Loans and (iii) each outstanding Eurodollar Loan shall be converted, on the last day of the then-current Interest Period thereof, to Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Competitive Bid Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Rate Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, (a) event that the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersCompany) that, that (a) by reason of circumstances affecting the relevant interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such any Interest PeriodPeriod with respect to (i) proposed Term Loans that the Company has requested be made as Eurodollar Loans, (bii) any Eurodollar Loans that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the Agent has received notice from the Required Lenders that the continuation of any Eurodollar Rate determined or to be determined Loan as such for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such an additional Interest Period, or (cb) Dollar dollar deposits in the principal amounts of relevant amount and for the relevant period with respect to any such Eurodollar Loans to which such Interest Period is to be applicable Loan are not generally available to the Lenders in the London their respective Eurodollar Lending Offices' interbank marketeurodollar markets, the Administrative Agent shall forthwith give telecopy or telephonic notice thereof of such determination, confirmed in writing, to the Borrowers Company and the Lenders at least one day prior to, as soon as practicable thereafterthe case may be, and will also give prompt written notice to the Borrowers when Closing Date, the conversion date or the last day of such conditions no longer existInterest Period. If such notice is given (i) any requested Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Alternate Base Rate Loans, (ii) any Alternate Base Rate Loans that were to have been converted on the first day of such Interest Period to or Eurodollar Loans shall be continued as Alternate Base Rate Loans, and (iii) any outstanding Eurodollar Loans shall be converted to or continued as Base Rate Loans and (iii) each outstanding Eurodollar Loan shall be converted, on the last day of the then-then current Interest Period thereof, to applicable thereto into Alternate Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers have the right to convert and no Alternate Base Rate Loans shall be converted to Eurodollar Loans.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period, (a) Period the Administrative Agent or the Required Lenders shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (i) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (ii) adequate and reasonable means do not 42 exist for ascertaining the Eurodollar Rate for such Interest Period, or (biii) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Loans during such Interest Period, then, in any such case (i), (ii) or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank marketiii), the Administrative Agent shall give telecopy or telephonic notice thereof to promptly notify the Borrowers Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and will also give prompt written notice to the Borrowers when such conditions no longer existbinding for all purposes. If such notice is given Thereafter, (ix) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate ABR Loans, (iiy) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate ABR Loans and (iiiz) each any outstanding Eurodollar Loan Loans shall be converted, on the last day of the then-current Interest Period thereofPeriod, to Base Rate ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (bc) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Loans during such Interest Period, then, in any such case (a), (b) or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market), the Administrative Agent shall give telecopy or telephonic notice thereof to promptly notify the Borrowers Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and will also give prompt written notice to the Borrowers when such conditions no longer existbinding for all purposes. If such notice is given Thereafter, (ix) any Eurodollar Loans under the Term Facility requested to be made on the first day of such Interest Period shall be made as Base Rate ABR Loans, (iiy) any Loans under the Term Facility that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate ABR Loans and (iiiz) each any outstanding Eurodollar Loan Loans under the Term Facility shall be converted, on the last day of the then-current Interest Period thereofPeriod, to Base Rate ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the Term Facility shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans under the Term Facility to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Co-Borrowers) in connection with any request for a Formula-Based Revolving Loan that is a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (bc) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Loans during such Interest Period, then, in any such case (a), (b) or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market), the Administrative Agent shall give telecopy or telephonic notice thereof to promptly notify the Borrowers Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and will also give prompt written notice to the Borrowers when such conditions no longer existbinding for all purposes. If such notice is given Thereafter, (i) any Formula-Based Revolving Loan that is a Eurodollar Loans Loan requested to be made on the first day of such Interest Period shall be made as Base Rate ABR Loans, (ii) any ABR Loans under the Formula-Based Revolving Facility that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate ABR Loans and (iii) each any outstanding Eurodollar Loan Loans under the Formula-Based Revolving Facility shall be converted, on the last day of the then-current Interest Period thereofPeriod, to Base Rate ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the Formula-Based Revolving Facility shall be made or continued as such, nor shall the Borrowers Borrower or any Co-Borrower have the right to convert Base Rate any Loans under the Formula-Based Revolving Facility to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and 34 34 binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate with respect to any Eurodollar Loan (the "Affected Eurodollar Rate") for such Interest Period, (b) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given (ix) any Eurodollar Loans the rate of interest applicable to which is based upon the Affected Eurodollar Rate requested to be made on the first day of such Interest Period shall be made as Base Rate LoansABR Loans (to the extent otherwise permitted by subsection 4.2), (iiy) any outstanding Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans the rate of interest applicable to which is based upon the Affected Eurodollar Rate shall be converted to or continued as Base Rate ABR Loans (to the extent otherwise permitted by subsection 4.2) and (iiiz) each any outstanding Eurodollar Loan shall Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans the rate of interest applicable to which is based upon the Affected Eurodollar Rate and that are not otherwise permitted to be convertedconverted to or continued as ABR Loans by subsection 4.2 shall, upon demand by the Revolving Credit Lenders the Revolving Credit Commitment Percentage of which aggregate at least 51%, be immediately repaid by the Borrower on the last day of the then-then current Interest Period thereofwith respect thereto together with accrued interest thereon or otherwise, at the option of the Borrower, shall remain outstanding and bear interest at a rate which reflects, as to Base Rate each of the Revolving Credit Lenders, such Revolving Credit Lender's cost of funding such Eurodollar Loans, as reasonably determined by such Revolving Credit Lender, plus the Applicable Margin hereunder. If any such repayment occurs on a day which is not the last day of the then current Interest Period with respect to such affected Eurodollar Loan, the Borrower shall pay to each of the Revolving Credit Lenders such amounts, if any, as may be required pursuant to subsection 4.12. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans the rate of interest applicable to which is based upon the Affected Eurodollar Rate shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate ABR Loans to Eurodollar LoansLoans the rate of interest applicable to which is based upon the Affected Eurodollar Rate.

Inability to Determine Interest Rate. If prior to the first day of any Interest PeriodAs further set forth in Section 8.11 hereof, (a) if the Agent shall have determined determine, or any Lender notifies the Agent in good faith writing that it has determined, in the exercise of its reason­able business judgment (which determination shall be conclusive and binding upon the Borrowers) thatCompanies), that by reason of circumstances affecting the relevant interbank LIBOR market, adequate and reasonable means do not exist for ascertaining LIBOR applicable for any Interest Period with respect to (a) a proposed loan that any of the Eurodollar Rate for such Interest PeriodCompanies have requested be made as a LIBOR Loan, (b) the Agent has received notice a LIBOR Loan that will result from the Required Lenders that the Eurodollar requested conversion of a Chase Bank Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such Interest Period, Loan into a LIBOR Loan or (c) Dollar deposits in the principal amounts continuation of LIBOR Loans beyond the expira­tion of the Eurodollar Loans to which such then current Interest Period is to be applicable are not generally available in the London interbank marketwith respect thereto, the Agent or such Lender, as applicable, shall forthwith give telecopy or telephonic written notice thereof of such determination to the Borrowers and Companies at least one (1) day prior to, as the Lenders as soon as practicable thereaftercase may be, and will also give prompt written notice to the Borrowers when requested borrowing date for such conditions no longer existLIBOR Loan, the conversion date of such Chase Bank Rate Loan or the last day of such Interest Period. If such notice is given (i) any Eurodollar Loans requested to be made on the first day of such Interest Period LIBOR Loan shall be made as Base a Chase Bank Rate LoansLoan, (ii) any Loans Chase Bank Rate Loan that were was to have been converted on the first day of such Interest Period to or a LIBOR Loan shall be continued as Eurodollar Loans shall be converted to or continued as Base a Chase Bank Rate Loans Loan, and (iii) each any outstanding Eurodollar LIBOR Loan shall be converted, on the last day of the then-then current Interest Period thereofwith respect thereto, to Base a Chase Bank Rate LoansLoan. Until the Agent or such notice Lender has been withdrawn by the Agentsuch notice, no further Eurodollar Loans LIBOR Loan shall be made or continued as such, nor shall the Borrowers Companies have the right to convert Base a Chase Bank Rate Loans Loan to Eurodollar Loansa LIBOR Loan.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) If in connection with any request for a Eurodollar Loan or a conversion to or continuation thereof, (i) the Administrative Agent shall have determined determines that (A) Dollar deposits are not being offered to banks in good faith the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Loan, or (which determination shall be conclusive and binding upon the BorrowersB) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining determining the Eurodollar Rate for such any requested Interest PeriodPeriod with respect to a proposed Eurodollar Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (i), “Impacted Loans”), or (bii) the Administrative Agent has received notice from or the Required Lenders determine that for any reason the Eurodollar Rate determined or to be determined for such any requested Interest Period will with respect to a proposed Eurodollar Loan does not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during funding such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank marketLoan, the Administrative Agent shall give telecopy or telephonic notice thereof to will promptly so notify the Borrowers and each Lender. Thereafter, (x) the obligation of the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given (i) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Loans that were to have been converted on the first day of such Interest Period to make or continued as maintain Eurodollar Loans shall be converted suspended (to the extent of the affected Eurodollar Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continued as 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 Borrowing of Base Rate Loans and (iii) each outstanding Eurodollar Loan shall be converted, on in the last day of the then-current Interest Period thereof, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Rate Loans to Eurodollar Loansamount specified therein.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) Period the Agent Lender shall have determined in good faith (which determination determination, in the absence of manifest error, shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, (b) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent Lender shall give telecopy or telephonic notice thereof to the Borrowers and the Lenders Borrower as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given (ix) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate LoansABR Loans (provided that prior to 1:00 p.m. on the Business Day preceding the first day of such Interest Period the Borrower may revoke its notice of borrowing, in which case no such Loans shall be made), (iiy) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate ABR Loans and (iiiz) each any outstanding Eurodollar Loan Loans shall be converted, on the last day of the then-current Interest Period thereofPeriods therefor, to Base Rate ABR Loans. Until such notice has been withdrawn by the AgentLender, which the Lender agrees to do when the circumstances that prompted the delivery of such notice no longer exist, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to As further set forth in paragraph 8.10 above, in the first day of any Interest Period, (a) event that the Agent or any Lender shall have determined in good faith the exercise of its or their reasonable business judgement (which determination shall be conclusive and binding upon the BorrowersCompanies) that, that by reason of circumstances affecting the relevant interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining the LIBOR Rate applicable, for any Interest Period with respect to (a) a proposed loan that the Companies have requested be made as a Eurodollar Rate for such Interest PeriodLoan, (b) the Agent has received notice a Eurodollar Loan that will result from the Required Lenders that the requested conversion of a Chase Rate Loan into a Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such Interest Period, Loan or (c) Dollar deposits in the principal amounts continuation of Eurodollar Loans beyond the expiration of the then current Interest Period with respect thereto, the Lender(s) shall forthwith give written notice of such determination to the Companies at least one day prior to, as the case may be, the requested borrowing date for such Eurodollar Loans to which Loan, the conversion date of such Chase Rate Loan or the last day of such Interest Period is to be applicable are not generally available in the London interbank market, the Agent shall give telecopy or telephonic notice thereof to the Borrowers and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer existPeriod. If such notice is given (i) any requested Eurodollar Loans requested to be made on the first day of such Interest Period Loan shall be made as Base a Chase Rate LoansLoan, (ii) any Loans Chase Rate Loan that were was to have been converted on the first day of such Interest Period to or a Eurodollar Loan shall be continued as Eurodollar Loans shall be converted to or continued as Base a Chase Rate Loans Loan, and (iii) each any outstanding Eurodollar Loan shall be converted, on the last day of the then-then current Interest Period thereofwith respect thereto, to Base a Chase Rate LoansLoan. Until such notice has been withdrawn by the AgentAgent or the Lender(s), no further Eurodollar Loans Loan shall be made or continued as such, nor shall the Borrowers Companies have the right to convert Base a Chase Rate Loans Loan to a Eurodollar LoansLoan.

Inability to Determine Interest Rate. If In the event that, prior to the first day of any Interest Period, (a) the Agent Lenders shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar LIBOR Adjusted Rate for such Interest Period, Period or (b) the Agent has received notice from the Required Lenders shall have determined that the Eurodollar LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders (as conclusively certified by such Lenders Lenders) of making or maintaining their Eurodollar affected Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent Lenders shall give telecopy or telephonic notice thereof to the Borrowers and the Lenders Borrower as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given given, (i) any Eurodollar LIBOR Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loansaccrue interest at the Prime Rate, (ii) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar LIBOR Loans shall be converted to or continued as Base Prime Rate Loans and (iii) each any outstanding Eurodollar Loan LIBOR Loans shall be converted, on the last first day of the then-current such Interest Period thereofPeriod, to Base Prime Rate Loans. Until such notice has been withdrawn by the AgentLenders, no further Eurodollar LIBOR Loans shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Prime Rate Loans to Eurodollar LIBOR Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (bc) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Loans during such Interest Period, then, in any such case (a), (b) or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market), the Administrative Agent shall give telecopy or telephonic notice thereof to promptly notify the Borrowers Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and will also give prompt written notice to the Borrowers when such conditions no longer existbinding for all purposes. If such notice is given Thereafter, (ix) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate ABR Loans, (iiy) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate ABR Loans and (iiiz) each any outstanding Eurodollar Loan Loans shall be converted, on the last day of the then-current Interest Period thereofPeriod, to Base Rate ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) In the event that the Administrative Agent or the Foreign Currency Agent, as applicable, shall have determined in good faith (which determination shall be conclusive and binding upon the Borrowers) that, that (i) by reason of circumstances affecting the relevant marketinterbank eurodollar market generally, adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate for such Interest Period, (b) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such any requested Interest Period will not adequately and fairly reflect the cost with respect to such Lenders of making Committed Rate Loans that a Borrower has requested be made as, continued as or maintaining their Eurodollar converted into Eurocurrency Loans during such Interest Period, or (cii) Dollar that deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable Currency are not generally available available, or cannot be obtained by the Banks, in the London interbank marketapplicable market (any Foreign Currency affected by the circumstances described in clause (i) or (ii) is referred to as an “Affected Foreign Currency”), the Administrative Agent or the Foreign Currency Agent, as applicable, shall promptly give telecopy or telephonic notice thereof of such determination to such Borrower and the Banks prior to the Borrowers and first day of the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when requested Interest Period for such conditions no longer existEurocurrency Loans. If such notice is given given, such Borrower may (iA) in accordance with the provisions of subsection 2.1 or 2.9, as the case may be (including any Eurodollar requirements for notification), request that the affected Loans requested to denominated in Dollars be made on as, continued as or converted into, as the first day of such Interest Period shall be made as Base Rate case may be, ABR Loans, (iiB) request that any outstanding Foreign Currency Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate Loans and (iii) each outstanding Eurodollar Loan shall in an Affected Foreign Currency be converted, on the last day of the then-current Interest Period thereofPeriod, to Base Dollar Loans at the applicable Exchange Rate or (C) in the case of Loans requested to be made on the first day of such Interest Period, withdraw the notice given under subsection 2.1 or 2.9, as the case may be, by giving telephonic notice to the Administrative Agent or the Foreign Currency Agent, as applicable, no later than 10:00 A.M. (Local Time) one Business Day prior to the applicable Borrowing Date, confirmed in writing no later than one Business Day after such telephonic notice is given; provided that if the Administrative Agent or the Foreign Currency Agent, as applicable, does not receive any notice permitted from the relevant Borrower hereunder, such Borrower shall be deemed to have requested that the affected Loans be made as, continued as or converted into, as the case may be, ABR Loans or, in the case of Foreign Currency Loans, shall be deemed to have requested that the affected Loans be made as, continued as or converted into, as the case may be, Dollar Loans which are (1) Eurocurrency Loans (in the case of clause (ii) above) or (2) ABR Loans (in the case of clause (i) above). Until such the notice given pursuant to the first sentence of this paragraph has been withdrawn by the Administrative Agent or the Foreign Currency Agent, as applicable, no further Eurodollar Eurocurrency Loans denominated in Dollars (in the case of clause (i) above) or in an Affected Foreign Currency shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate ABR Loans to Eurodollar Eurocurrency Loans.

Inability to Determine Interest Rate. If In the event that, prior to the first day of any Interest Period, (a) the Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrowers absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar LIBO Rate for such Interest Period, Period or (b) the Agent has shall have received notice from the Required Majority Lenders acting in good faith that the Eurodollar LIBO Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Revolving Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent shall give telecopy or telephonic notice thereof to the related Borrowers and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given given, (i) any Eurodollar LIBOR Loans requested to be made on the first day of such Interest Period shall be made as accrue interest at the Alternate Base Rate LoansRate, (ii) any Revolving Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar LIBOR Loans shall be converted to or continued as Base Rate ABR Loans and (iii) each any outstanding Eurodollar Loan LIBOR Loans shall be converted, on the last first day of the then-current such Interest Period thereofPeriod, to Base Rate ABR Loans. Until such notice has been withdrawn by the Agent, no further Eurodollar LIBOR Loans shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans to Eurodollar Loans.convert

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, : (a) a0 the Agent shall have reasonably determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (b) b0 the Agent has shall have received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar its affected Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given given, (ix) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Alternate Base Rate Loans, (iiy) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Alternate Base Rate Loans and (iiiz) each any outstanding Eurodollar Loan Loans shall be converted, on the last first day of the then-current such Interest Period thereofPeriod, to Alternate Base Rate Loans. Until such notice has been withdrawn by the Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, : (a) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (b) the Administrative Agent has shall have received notice from the Required Majority Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or any affiliate of any such Lender from which such Lender customarily obtains funds) (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Revolving Credit Loans during such Interest Period, or (c) Dollar deposits in then the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given (ix) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate ABR Loans, (iiy) any ABR Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate ABR Loans and (iiiz) each any outstanding Eurodollar Loan Loans shall be converted, on the last first day of the then-current such Interest Period thereofPeriod, to Base Rate ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Rate ABR Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) the Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, (b) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such Interest Period, or (c) the Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers Borrower when such conditions no longer exist. If such notice is given (i) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate Loans and (iii) each outstanding Eurodollar Loan shall be converted, on the last day of the then-current Interest Period thereof, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant marketmarket or the Eurodollar Rate is otherwise unavailable, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (bc) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Loans during such Interest Period, then, in any such case (a), (b) or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market), the Administrative Agent shall give telecopy or telephonic notice thereof to promptly notify the Borrowers Borrower and the Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and will also give prompt written notice to the Borrowers when such conditions no longer existbinding for all purposes. If Thereafter, until such notice is given has been withdrawn by the Administrative Agent, (ix) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate ABR Loans, (iiy) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate ABR Loans and (iiiz) each any outstanding Eurodollar Loan Loans shall be converted, on the last day of the then-current Interest Period thereofPeriod, to Base Rate ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, (a) event that the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersCompany) that, that (a) by reason of circumstances affecting the relevant interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate for such any Interest PeriodPeriod with respect to (i) proposed Loans that the Company has requested be made as Eurocurrency Loans, (bii) any Eurodollar Loans that will result from the requested conversion of all or part of ABR Loans into Eurodollar Loans or (iii) the Agent has received notice from the Required Lenders that the continuation of any Eurodollar Rate determined or to be determined Loan as such for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such an additional Interest Period, or (cb) Dollar deposits in the principal amounts relevant Currency in the relevant amount and for the relevant period with respect to any such Eurocurrency Loan are not available to any of the Eurodollar Loans Banks required to which fund such Interest Period is to be applicable are not generally available Loan in the London their respective Eurocurrency Lending Offices' interbank eurodollar market, the Administrative Agent shall forthwith give telecopy or telephonic notice thereof of such determination, confirmed in writing, to the Borrowers Company and the Lenders as soon as practicable thereafter, and will also give prompt written notice Banks at least one day prior to the Borrowers when requested Borrowing Date, the conversion date or the last day of such conditions no longer existInterest Period, as the case may be. If such notice is given (i) any requested Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate ABR Loans, (ii) any ABR Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate Loans ABR Loans, and (iii) each any outstanding Eurodollar Loan Loans shall be converted, on the last day of the then-then current Interest Period thereofapplicable thereto, to Base Rate into ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Rate Loans to Eurodollar Loansmade.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (ai) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (bii) the Administrative Agent has shall have received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given (ix) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate ABR Loans, (iiy) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate ABR Loans and (iiiz) each any outstanding Eurodollar Loan Loans with respect to which the Interest Period shall have expired shall be converted, on the last first day of the then-current such Interest Period thereofPeriod, to Base Rate ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate ABR Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (bc) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Loans during such Interest Period, then, in any such case (a), (b) or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market), the Administrative Agent shall give telecopy or telephonic notice thereof to promptly notify the Borrowers Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and will also give prompt written notice to the Borrowers when such conditions no longer existbinding for all purposes. If such notice is given Thereafter, (ix) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate ABR Loans, (iiy) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate ABR Loans and (iiiz) each any outstanding Eurodollar Loan Loans shall be converted, on the last day of the then-current Interest Period thereofPeriod, to Base Rate ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans under the relevant Facility to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to In the first day of event that any Interest Period, (a) the Agent Bank shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) that, that by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, (b) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent Eurodollar Rate applicable pursuant to Section 2.03 for any Interest Period with respect to a Eurodollar Rate Loan does not adequately cover the cost of funding such Loan, such Bank shall forthwith give telecopy or telephonic notice thereof of such determination to the Borrowers Borrower and the Lenders Agent not later than 9:00 A.M., San Francisco time, on the requested Borrowing date, the requested conversion date or the last day of an Interest Period of a Loan which was to have been continued as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exista Eurodollar Rate Loan. If such notice is given and has not been withdrawn (i) any requested Eurodollar Loans requested to be made on the first day of such Interest Period Rate Loan shall be made as a Base Rate LoansLoan, or, at the Borrower's option, such Loan shall not be made, (ii) any Loans Base Rate Loan that were was to have been converted on the first day of such Interest Period to or a Eurodollar Rate Loan shall be continued as Eurodollar Loans shall be converted to or continued as a Base Rate Loans Loan and (iii) each any outstanding Eurodollar Rate Loan shall be converted, on the last day of the then-then current Interest interest Period thereofwith respect thereto, to a Base Rate LoansLoan. Until such notice has been withdrawn by the Agentsuch Bank, no further Eurodollar Rate Loans shall be made or continued as such, nor and the Borrower shall the Borrowers not have the right to convert a Base Rate Loans Loan to a Eurodollar LoansRate Loan. The affected Bank will review the circumstances affecting the London interbank market from time to time and such Bank will withdraw such notice at such time as it shall determine that the circumstances giving rise to said notice no longer exist.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, (i) adequate and reasonable means do not exist for ascertaining the Adjusted Eurodollar Rate or the Eurodollar Rate for such Interest Period, Period or (bii) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such any requested Interest Period will does not adequately and fairly reflect the cost to such Lenders of making or maintaining their funding such Eurodollar Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank marketLoan, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers and the Lenders when such conditions no longer exist. If such notice is given (ia) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, Loans and (iib) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate Loans and (iii) each outstanding Eurodollar Loan shall be converted, on the last day of the then-current Interest Period thereof, to Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Rate Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, (a) event that the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersCompany) that, that by reason of circumstances affecting the relevant interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such any requested Interest Period, (b) the Agent has received notice from the Required Lenders Period with respect to proposed Revolving Credit Loans that the Company has requested be made as Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank marketLoans, the Administrative Agent shall forthwith give telecopy telex or telephonic facsimile notice thereof of such determination, confirmed in writing, to the Borrowers Company and the Lenders as soon as practicable thereafter, and will also give prompt written notice at least one day prior to the Borrowers when requested Borrowing Date for such conditions no longer existEurodollar Loans. If such notice is given (i) any requested Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate Loans and (iii) each outstanding Eurodollar Loan shall be converted, on the last day of the then-current Interest Period thereof, to Alternate Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as suchmade. (b) In the event that the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Company) that by reason of circumstances affecting the interbank eurodollar market, nor shall adequate and reasonable means do not exist for ascertaining the Borrowers have the right Eurodollar Rate for any Interest Period with respect to convert Base Rate proposed Competitive Loans to Eurodollar Loansbe made pursuant to an Index Rate Competitive Loan Request, the Administrative Agent shall forthwith give telex, telecopy or telephone notice of such determination, confirmed in writing, to the Company and the Lenders at least two Business Days prior to the proposed Competitive Loan Date, and such Competitive Loans shall not be made on such Competitive Loan Date. Until any such notice has been withdrawn by the Administrative Agent, no further Index Rate Competitive Loan Requests shall 22 be submitted by the Company.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, (a) event that the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrowers) that, that by reason of circumstances affecting the relevant interbank eurodollar market or the domestic certificate of deposit market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the CD Rate for such any Eurodollar or CD Interest PeriodPeriod for (a) a proposed loan that a Borrower has requested be made as a Eurodollar or CD Rate Loan, (b) the Agent has received notice a Eurodollar or CD Rate Loan that will result from the Required Lenders that the requested conversion into a Eurodollar or CD Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such Interest Period, Loan or (c) Dollar deposits in the principal amounts continuation of the a Eurodollar Loans to which or CD Rate Loan as such for an additional Interest Period is to be applicable are not generally available in the London interbank market(any such Eurodollar or CD Rate Loan with an Interest Period so affected being herein called an "Affected Loan"), the Administrative Agent shall forthwith give telephone or telecopy or telephonic notice thereof of such determination, confirmed in writing, to the Borrowers and at least one day prior to, as the Lenders as soon as practicable thereaftercase may be, and will also give prompt written notice to the Borrowers when requested borrowing or conversion date for such conditions no longer existAffected Loan or the first day of a requested succeeding Interest Period. If such notice is given given, (i) any Eurodollar Loans requested to be made on the first day of such Interest Period Affected Loan shall be made as Base an ABR Rate LoansLoan unless the relevant Borrower cancels its request therefor prior to the relevant borrowing date, (ii) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans conversion into an Affected Loan shall not be converted to or continued as Base Rate Loans effected and (iii) each any outstanding Eurodollar Affected Loan shall be converted, on the last day of the then-then current Interest Period thereoftherefor, to Base Rate Loansinto any other interest option permitted by subsection 2.7 which is not so affected as selected by the relevant Borrower. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar borrowings as or conversions to Affected Loans shall may be made or continued as such, nor shall the Borrowers have the right to convert Base Rate Loans to Eurodollar Loansmade.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) In the event ------------------------------------ that the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrowers) that, that by reason of circumstances affecting the relevant marketinterbank eurodollar market generally, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for any requested Interest Period with respect to Committed Rate Loans that a Borrower has requested be made as, continued as or converted into Eurodollar Loans, the Administrative Agent shall promptly give notice of such determination to such Borrower and the Banks prior to the first day of the requested Interest Period, (b) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined Period for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent shall give telecopy or telephonic notice thereof to the Borrowers and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer existLoans. If such notice is given given, such Borrower may (i) in accordance with the provisions of subsection 2.1 or 2.9, as the case may be (including any Eurodollar requirements for notification), request that the affected Loans be made as, continued as or converted into, as the case may be, ABR Loans, or (ii) in the case of Loans requested to be made on the first day of such Interest Period Period, withdraw the notice given under subsections 2.1 or 2.9, as the case may be, by giving telephonic notice to the Administrative Agent, no later than 10:00 A.M. (New York City time) on the applicable Borrowing Date, confirmed in writing no later than one Business Day after such telephonic notice is given; provided that if the Administrative Agent does not receive any notice permitted from the relevant Borrower hereunder, such Borrower shall be made as Base Rate Loans, (ii) any Loans that were deemed to have been converted on requested that the first day of such Interest Period to or affected Loans be made as, continued as Eurodollar Loans shall be or converted to or continued into, as Base Rate Loans and (iii) each outstanding Eurodollar Loan shall be convertedthe case may be, on the last day of the then-current Interest Period thereof, to Base Rate ABR Loans. Until such the notice given pursuant to the first sentence of this paragraph has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or as, continued as suchor converted into, nor shall as the Borrowers have the right to convert Base Rate Loans to case may be, Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) the Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrowers absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar LIBOR Rate for such Interest Period, (b) the Agent has received notice from the Required Lenders that the Eurodollar LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar LIBOR Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar LIBOR Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent shall give telecopy or telephonic notice thereof to the Borrowers and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given (i) any Eurodollar LIBOR Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Revolving Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar LIBOR Loans shall be converted to or continued as Base Rate Loans and (iii) each outstanding Eurodollar LIBOR Loan shall be converted, on the last day of the then-current Interest Period thereof, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further Eurodollar LIBOR Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Rate Loans to Eurodollar LIBOR Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (bc) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Loans during such Interest Period, then, in any such case (a), (b) or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market), the Administrative Agent shall give telecopy or telephonic notice thereof to promptly notify the Borrowers Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and will also give prompt written notice to the Borrowers when such conditions no longer existbinding for all purposes. If such notice is given Thereafter, (i) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as Base Rate ABR Loans, (ii) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate ABR Loans and (iii) each any outstanding Eurodollar Loan Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period thereofPeriod, to Base Rate ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans under the relevant Facility to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, : (a) a the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (b) b the Administrative Agent has shall have received notice from the Required Majority Facility Lenders in respect of the relevant Facility that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower and the relevant Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given (ix) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as Base Rate ABR Loans, (iiy) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate ABR Loans and (iiiz) each any outstanding Eurodollar Loan Loans under the relevant Facility shall be converted, on the last first day of the then-current such Interest Period thereofPeriod, to Base Rate ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans under the relevant Facility to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, Period (a) the Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower, absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, Period or (b) the Agent has shall have received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent shall give telecopy or telephonic notice (confirmed in writing) thereof to the Borrowers Borrower and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given (ia) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate ABR Loans, (iib) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate ABR Loans and (iiic) each any outstanding Eurodollar Loan Loans shall be converted, on the last first day of the then-current such Interest Period thereofPeriod, to Base Rate ABR Loans. Until such notice has been withdrawn by the Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate ABR Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, (a) event that the ------------------------------------ Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) that, that (a) by reason of circumstances affecting the relevant interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such any Interest PeriodPeriod with respect to (i) proposed Loans that the Borrower has requested be made as Eurodollar Loans, (bii) any Eurodollar Loans that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the Agent has received notice from the Required Lenders that the continuation of any Eurodollar Rate determined or to be determined Loan as such for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such an additional Interest Period, or (cb) Dollar dollar deposits in the principal amounts of relevant amount and for the relevant period with respect to any such Eurodollar Loans to which such Interest Period is to be applicable Loan are not generally available to the Lenders in the London their respective Eurodollar Lending Offices' interbank marketeurodollar markets, the Agent shall forthwith give telecopy or telephonic notice thereof of such determination, confirmed in writing, to the Borrowers Borrower and the Lenders at least one day prior to, as soon as practicable thereafterthe case may be, and will also give prompt written notice to the Borrowers when requested Borrowing Date, the conversion date or the last day of such conditions no longer existInterest Period. If such notice is given (i) any requested Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Alternate Base Rate Loans, (ii) any Alternate Base Rate Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Alternate Base Rate Loans and (iii) each any outstanding Eurodollar Loan Loans shall be converted, converted on the last day of the then-then current Interest Period thereof, to applicable thereto into Alternate Base Rate Loans. Until such notice has been withdrawn by the Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers have the right to convert and no Alternate Base Rate Loans shall be converted to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) In the event that the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrowers) that, that by reason of circumstances affecting the relevant marketinterbank eurodollar market generally, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for any requested Interest Period with respect to Committed Rate Loans that a Borrower has requested be made as, continued as or converted into Eurodollar Loans, the Administrative Agent shall promptly give notice of such determination to such Borrower and the Banks prior to the first day of the requested Interest Period, (b) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined Period for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent shall give telecopy or telephonic notice thereof to the Borrowers and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer existLoans. If such notice is given given, such Borrower may (i) in accordance with the provisions of subsection 2.1 or 2.9, as the case may be (including any Eurodollar requirements for notification), request that the affected Loans be made as, continued as or converted into, as the case may be, C/D Rate Loans or ABR Loans, or (ii) in the case of Loans requested to be made on the first day of such Interest Period Period, withdraw the notice given under subsections 2.1 or 2.9, as the case may be, by giving telephonic notice to the Administrative Agent, no later than 10:00 A.M. (New York City time) on the applicable Borrowing Date, confirmed in writing no later than one Business Day after such telephonic notice is given; PROVIDED that if the Administrative Agent does not receive any notice permitted from the relevant Borrower hereunder, such Borrower shall be made as Base Rate Loans, (ii) any Loans that were deemed to have been converted on requested that the first day of such Interest Period to or affected Loans be made as, continued as Eurodollar Loans shall be or converted to or continued into, as Base Rate Loans and (iii) each outstanding Eurodollar Loan shall be convertedthe case may be, on the last day of the then-current Interest Period thereof, to Base Rate ABR Loans. Until such the notice given pursuant to the first sentence of this paragraph has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or as, continued as suchor converted into, nor shall as the Borrowers have the right to convert Base Rate Loans to case may be, Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (bc) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Loans during such Interest Period, then, in any such case (a), (b) or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market), the Administrative Agent shall give telecopy or telephonic notice thereof to promptly notify the Borrowers Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and will also give prompt written notice to the Borrowers when such conditions no longer existbinding for all purposes. If such notice is given (i) Thereafter, any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as Base Rate ABR Loans, (ii) any Loans under the Revolving Facility that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate ABR Loans and (iii) each any outstanding Eurodollar Loan Loans under the Revolving Facility shall be converted, on the last day of the then-current Interest Period thereofPeriod, to Base Rate ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the Revolving Facility shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans under the Revolving Facility to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, (a) event that the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersCompany) that, that (a) by reason of circumstances affecting the relevant interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such any Interest PeriodPeriod with respect to (i) proposed Loans that the Company has requested be made as Eurodollar Loans, (bii) any Eurodollar Loans that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the Agent has received notice from the Required Lenders that the continuation of any Eurodollar Rate determined or to be determined Loan as such for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such an additional Interest Period, or (cb) Dollar dollar deposits in the principal amounts of relevant amount and for the relevant period with respect to any such Eurodollar Loans to which such Interest Period is to be applicable Loan are not generally available to the Lenders in the London their respective Eurodollar Lending Offices' interbank marketeurodollar markets, the Administrative Agent shall forthwith give telecopy or telephonic notice thereof of such determination, confirmed in writing, to the Borrowers Company and the Lenders at least one day prior to, as soon as practicable thereafterthe case may be, and will also give prompt written notice to the Borrowers when requested Borrowing Date, the conversion date or the last day of such conditions no longer existInterest Period. If such notice is given (i) any requested Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Alternate Base Rate Loans, (ii) any Alternate Base Rate Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Alternate Base Rate Loans Loans, and (iii) each any outstanding Eurodollar Loan Loans shall be converted, on the last day of the then-then current Interest Period thereofapplicable thereto, to into Alternate 44 39 Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers have the right to convert and no Alternate Base Rate Loans shall be converted to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, (a) event that the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersCompany) that, that (a) by reason of circumstances affecting the relevant interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such any Interest PeriodPeriod with respect to (i) proposed Loans that the Company has requested be made as Eurodollar Loans, (bii) any Eurodollar Loans that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (hi) the Agent has received notice from the Required Lenders that the continuation of any Eurodollar Rate determined or to be determined Loan as such for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such an additional Interest Period, or (cb) Dollar dollar deposits in the principal amounts of relevant amount and for the relevant period with respect to any such Eurodollar Loans to which such Interest Period is to be applicable Loan are not generally available to the Lenders in the London their respective Eurodollar Lending Offices' interbank marketeurodollar markets, the Administrative Agent shall forthwith give telecopy or telephonic notice thereof of such determination, confirmed in writing, to the Borrowers Company and the Lenders at least one day prior to, as soon as practicable thereafterthe case may be, and will also give prompt written notice to the Borrowers when requested Borrowing Date, the conversion date or the last day of such conditions no longer existInterest Period. If such notice is given (i) any requested Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Alternate Base Rate Loans, (ii) any Alternate Base Rate Loans that were to have been converted on the first day of such Interest Period to or Eurodollar Loans shall be continued as Alternate Base Rate Loans, and (iii) any outstanding Eurodollar Loans shall be converted to or continued as Base Rate Loans and (iii) each outstanding Eurodollar Loan shall be converted, on the last day of the then-then current Interest Merest Period thereof, to applicable thereto into Alternate Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers have the right to convert and no Alternate Base Rate Loans shall be converted to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) the Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (b) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent shall give telecopy facsimile or telephonic notice thereof to the Borrowers and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such initial notice is given (i) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Prime Rate Loans, (ii) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Prime Rate Loans and (iii) each outstanding Eurodollar Loan shall be converted, on the last day of the then-current Interest Period thereof, to Base Prime Rate Loans. Until such notice has been withdrawn by the Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Prime Rate Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) In the event that the Administrative Agent or the relevant Local Fronting Lender shall have determined in good faith (which determination determination, in the absence of manifest error, shall be conclusive and binding upon the Borrowerseach Borrower) that, that by reason of circumstances affecting the relevant interbank eurocurrency market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or any relevant Eurocurrency Rate for such any Interest PeriodPeriod with respect to (i) any proposed Loan that the relevant Borrower has requested be made as Eurodollar Loans or Eurocurrency Loans, (bii) a Eurodollar Loan that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans, (iv) a Eurocurrency Loan that will result from the requested conversion of all or part of the Local Rate Loans in any Denomination Currency into Eurocurrency Loans, (v) the Agent has received notice from the Required Lenders that the continuation of a Eurodollar Rate determined Loan or to be determined a Eurocurrency Loan as such for such an additional Interest Period will not adequately and fairly reflect the cost to (any such Lenders of making or maintaining their Eurodollar Loans during such Interest PeriodLoan described in clauses (i), (ii), (iii), (iv) or (cv) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank marketthis subsection 7.9(a) being herein called an "Affected Loan"), the Administrative Agent or the relevant Local Fronting Lender (as the case may be) shall forthwith give telecopy or telephonic notice thereof of such determination, confirmed in writing, to the Borrowers and the Lenders as soon as practicable thereafter, and will also give prompt written notice relevant Borrower (with a copy to the Borrowers when Company, the Administrative Agent and any affected Lenders) at least two Business Days prior to, as the case may be, the borrowing date for such conditions no longer exist. If Eurodollar Loan or Eurocurrency Loan, the conversion date for such notice is given (i) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Alternate Base Rate Loans, (ii) any Loans that were to have been converted on the first day of such Interest Period to Loan or continued as Eurodollar Loans shall be converted to Local Rate Loan or continued as Base Rate Loans and (iii) each outstanding Eurodollar Loan shall be converted, on the last day of the then-current Interest Period thereofapplicable to such Eurodollar Loan or Eurocurrency Loan. Unless the relevant Borrower shall have notified the Administrative Agent (in the case of any Syndicated Loan), the relevant Local Fronting Lender (in the case of any Local Loan) or the Administrative Agent promptly upon receipt of such telecopy or telephonic notice that it wishes to rescind or modify its request regarding such Affected Loans, then, as the case may be, (x) any requested Eurodollar Loan shall be made as an Alternate Base Rate LoansLoan, continued as an Alternate Base Rate Loan or converted into an Alternate Base Rate Loan or (y) any requested Local Loan which is a Eurocurrency Loan shall be made as a Local Rate Loan, continued as a Local Rate Loan or converted into a Local Rate Loan. Until any such notice has been withdrawn by the AgentAdministrative Agent or the relevant Local Fronting Lender, as the case may be, no further Eurodollar Affected Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Rate Loans to Eurodollar Loansmade.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, (a) event that: the Agent shall have determined in good faith its reasonable judgment (which determination shall be conclusive and binding upon the BorrowersCompany) that, by reason of circumstances affecting the relevant marketinterbank eurodollar market generally, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such any requested Interest Period, (b) ; only one of the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or Reference Banks is able to be determined obtain bids for its Dollar deposits for such Interest Period will in the manner contemplated by the term "Eurodollar Rate"; or the Agent shall have received notice prior to the first day of such Interest Period from Banks constituting the Required Banks that the interest rate determined pursuant to subsection 2.8(a) for such Interest Period does not adequately and fairly accurately reflect the cost to such Lenders Banks (as conclusively certified by such Banks) of making or maintaining their Eurodollar affected Loans during such Interest Period; with respect to (A) proposed Revolving Credit Loans that the Company has requested be made as Eurodollar Loans, (B) Eurodollar Loans that will result from the requested conversion of Alternate Base Rate Loans into Eurodollar Loans or (cC) Dollar deposits in the principal amounts continuation of Eurodollar Loans beyond the expiration of the Eurodollar Loans to which such then current Interest Period is to be applicable are not generally available in the London interbank marketwith respect thereto, the Agent shall forthwith give telecopy facsimile or telephonic notice thereof of such determination to the Borrowers Company and the Lenders Banks at least one day prior to, as soon as practicable thereafterthe case may be, and will also give prompt written notice to the Borrowers when requested Borrowing Date for such conditions no longer existEurodollar Loans, the conversion date of such Loans or the last day of such Interest Period. If such notice is given (ix) any requested Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Alternate Base Rate Loans, (iiy) any Alternate Base Rate Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Alternate Base Rate Loans and (iiiz) each any outstanding Eurodollar Loan Loans shall be converted, on the last day of the then-then current Interest Period thereofwith respect thereto, to Alternate Base Rate Loans. Until such notice has been withdrawn by the Agent, no further Eurodollar Loans shall be made or continued as suchmade, nor shall the Borrowers Company have the right to convert Alternate Base Rate Loans to Eurodollar Loans. The Agent shall withdraw such notice upon its determination that the event or events which gave rise to such notice no longer exist.

Inability to Determine Interest Rate. If In the event that, prior to the first day of any Interest Period, (a) the Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar LIBOR Adjusted Rate for such Interest Period, Period or (b) the Agent has shall have received notice from the Required Lenders acting that the Eurodollar LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given given, (i) any Eurodollar LIBOR Loans requested to be made on the first day of such Interest Period shall be made as accrue interest at the Base Rate LoansRate, (ii) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar LIBOR Loans shall be converted to or continued as Base Rate Loans and (iii) each any outstanding Eurodollar Loan LIBOR Loans shall be converted, on the last first day of the then-current such Interest Period thereofPeriod, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further Eurodollar LIBOR Loans shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans to Eurodollar LIBOR Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (bc) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Loans during such Interest Period, then, in any such case of clause (a), (b) or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market), the Administrative Agent shall give telecopy or telephonic notice thereof to promptly notify the Borrowers Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and will also give prompt written notice to the Borrowers when such conditions no longer existbinding for all purposes. If such notice is given Thereafter, (ix) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate ABR Loans, (iiy) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate ABR Loans and (iiiz) each any outstanding Eurodollar Loan Loans shall be converted, on the last day of the then-current Interest Period thereofPeriod, to Base Rate ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If In the event that, prior to the first day of any Interest Period, (a) the Administrative Agent shall have determined in good faith (which determination shall shall, be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (b) the Administrative Agent has shall have received notice from the Required Majority Lenders (which notice shall be conclusive and binding on the Borrower) that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar affected Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Administrative Agent shall give telex, telecopy or telephonic notice thereof (stating the reason therefor) to the Borrowers Borrower and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer existpracticable. If such notice is given (i) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate ABR Loans, (ii) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate ABR Loans and (iii) each any outstanding Eurodollar Loan Loans shall be converted, on the last first day of the then-current such Interest Period thereofPeriod, to Base Rate ABR Loans. Until such notice has been withdrawn by the AgentAdministrative Agent or, in the case of any notice given by the Majority Lenders pursuant to clause (b) of the first sentence of this subsection, by the Majority Lenders, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans to Eurodollar LoansLoans as the case may be.

Inability to Determine Interest Rate. If (a) Subject to clauses (b), (c), (d), (e) and (f) of this Section 2.17, if prior to the first day of any Interest Period, (a) the Administrative Agent or the Required Lenders shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower absent manifest error) in connection with any request for a Eurodollar Loan, or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (i) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable; provided that no Benchmark Transition Event shall have occurred at such time, (ii) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time, or (biii) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Loans during such Interest Period, then, in any such case (i), (ii) or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank marketiii), the Administrative Agent shall give telecopy or telephonic notice thereof to promptly notify the Borrowers Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and will also give prompt written notice to the Borrowers when such conditions no longer existbinding for all purposes. If such notice is given Thereafter, (ix) any Eurodollar Loans under the Revolving Facility requested to be made on the first day of such Interest Period shall be made as Base Rate ABR Loans, (iiy) any Loans under the Revolving Facility that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate ABR Loans and (iiiz) each any outstanding Eurodollar Loan Loans under the Revolving Facility shall be converted, on the last day of the then-then- current Interest Period thereofPeriod, to Base Rate ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the Revolving Facility shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans under the Revolving Facility to Eurodollar Loans; provided, however, that upon receipt of such notice, the Borrower may revoke any pending request for a Eurodollar Loan or a conversion to or a continuation thereof.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) the Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Interest Period with respect to a proposed Eurodollar Rate for such Interest Period, (b) the Agent has received notice from the Required Lenders that the Eurodollar Loan or in connection with a Base Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank marketLoan, the Agent shall promptly give telecopy or telephonic notice thereof to the Borrowers Borrower and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer existLenders. If such notice is given (ia) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate LoansLoans as to which the interest rate is not determined with reference to the Eurodollar Rate, (iib) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate Loans as to which the interest rate is not determined with reference to the Eurodollar Rate and (iiic) each any outstanding Eurodollar Loan Loans shall be converted, on the last first day of the then-current such Interest Period thereofPeriod, to Base Rate LoansLoans as to which the interest rate is not determined with reference to the Eurodollar Rate. Until such notice has been withdrawn by the Agent, no further Eurodollar Loans or Base Rate Loans as to which the interest rate is determined with reference to the Eurodollar Rate shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, Bank determines that (a) the Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrowers) that, by reason quotations of circumstances affecting interest rates for the relevant market, adequate and reasonable means do not exist for ascertaining deposits referred to in the definition of Eurodollar Rate are not being provided in the relevant amounts or for such Interest Periodthe relevant maturities for purposes of determining the interest rate on a Eurodollar Advance as provided in this Note, or (b) the Agent has received notice from relevant interest rates referred to in the Required Lenders that the definition of Eurodollar Rate determined or to be determined for such Interest Period will do not adequately and fairly reflect accurately cover the cost to such Lenders the Bank of making or maintaining their Eurodollar Loans during Advances, then the Bank shall forthwith give notice of such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent shall give telecopy or telephonic notice thereof circumstances to the Borrowers and the Lenders as soon as practicable thereafterBorrower, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given whereupon (i) any the obligation of the Bank to make Eurodollar Loans requested to be made on the first day of such Interest Period Advances shall be made as Base Rate Loanssuspended until the Bank notifies the Borrower that the circumstances giving rise to the suspension no longer exists, and (ii) any Loans that were to have been converted on the first day Borrower shall repay in full the then outstanding principal amount of such Interest Period to or continued as each Eurodollar Loans shall be converted to or continued as Base Rate Loans and (iii) each outstanding Eurodollar Loan shall be convertedAdvance, together with accrued interest, on the last day of the then-then current Interest Period thereofapplicable to the Advance, provided, however, that, subject to Base Rate Loans. Until such notice has been withdrawn by the Agentterms and conditions of this Note and the Related Documents, no further Eurodollar Loans the Borrower shall be entitled to simultaneously replace the entire outstanding balance of any Eurodollar Advance repaid in accordance with this section with a Prime Rate Advance in the same amount. OBLIGATIONS DUE ON NON-BUSINESS DAY. Whenever any payment under this Note becomes due and payable on a day that is not a Business Day, if no default then exists under this Note, the maturity of the payment shall be extended to the next succeeding Business Day, except in the case of a Eurodollar Advance, if the result of the extension would be to extend the payment into another calendar month, the payment must be made or continued as such, nor shall on the Borrowers have the right to convert Base Rate Loans to Eurodollar Loansimmediately preceding Business Day.

Inability to Determine Interest Rate. If (a) If, prior to the first day commencement of any Interest PeriodPeriod for a Eurodollar Loan, (ai)(A) the Administrative Agent shall have determined determines that deposits (whether in good faith Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurodollar Loan, or (which determination shall be conclusive and binding upon B) subject to the Borrowers) that, by reason of circumstances affecting the relevant marketterms set forth in Section 3.7(c), adequate and reasonable means do not exist for ascertaining determining the Eurodollar Rate for such any requested Interest PeriodPeriod with respect to a proposed Eurodollar Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed ABR Loan (in each case with respect to this clause (i) “Impacted Loans”), or (bii) the Administrative Agent has received notice from or the Required Lenders determine that for any reason the Eurodollar Rate determined or to be determined for such any requested Interest Period with respect to a proposed Eurodollar Loan will not adequately and fairly reflect the cost to such Lenders of making funding such Eurodollar Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exists, (x) the obligation of the Lenders to make or maintaining their maintain Eurodollar Loans during such Interest Period, or (c) Dollar deposits in the principal amounts affected currency or currencies shall be suspended (to the extent of the affected Eurodollar Loans or Interest Periods) and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the ABR, the utilization of the Eurodollar Rate component in determining the ABR shall be suspended. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent shall give telecopy affected currency or telephonic notice thereof currencies (to the Borrowers and extent of the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given (i) any affected Eurodollar Loans requested to or Interest Periods) or, failing that, will be made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Loans that were deemed to have been converted on such request into a request for ABR Loans in the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate Loans and (iii) each outstanding Eurodollar Loan shall be converted, on the last day of the then-current Interest Period thereof, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Rate Loans to Eurodollar Loansamount specified therein.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, (a) event that the Administrative Agent or the Required Lenders shall have reasonably determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) that, that (a) by reason of circumstances affecting the relevant interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such any Interest PeriodPeriod with respect to (i) proposed Loans that Borrower has requested be made as Eurodollar Loans, (bii) any Eurodollar Loans that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the Agent has received notice from the Required Lenders that the continuation of any Eurodollar Rate determined or to be determined Loan as such for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such an additional Interest Period, or (cb) Dollar dollar deposits in the principal amounts of relevant amount and for the relevant period with respect to any such Eurodollar Loans to which such Interest Period is to be applicable Loan are not generally available to the Lenders in the London their respective Eurodollar Lending Offices' interbank marketeurodollar markets, the Administrative Agent shall forthwith give telecopy or telephonic notice thereof of such determination, confirmed in writing, to the Borrowers Borrower and the Lenders at least one day prior to, as soon as practicable thereafterthe case may be, and will also give prompt written notice to the Borrowers when requested Borrowing Date, the conversion date or the last day of such conditions no longer existInterest Period. If such notice is given (i) any requested Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Alternate Base Rate Loans, (ii) any Alternate Base Rate Loans that were to have been converted on the first day of such Interest Period to or Eurodollar Loans shall be continued as Alternate Base Rate Loans, and (iii) any outstanding Eurodollar Loans shall be converted to or continued as Base Rate Loans and (iii) each outstanding Eurodollar Loan shall be converted, on the last day of the then-then current Interest Period thereof, to applicable thereto into Alternate Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers have the right to convert and no Alternate Base Rate Loans shall be converted to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) : the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, (b) or the Administrative Agent has shall have received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers and the relevant Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given (i) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Federal Funds Rate Loans, (ii) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Federal Funds Rate Loans and (iii) each any outstanding Eurodollar Loan Loans shall be converted, on the last day of the then-current Interest Period thereofPeriod, to Base Federal Funds Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers any Borrower have the right to convert Base Rate Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, event that: (a) the Agent shall have has determined, or has been notified by its designee that it has determined in good faith (which determination determination, in either case, shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such any requested Interest Period, ; or (b) the Agent has shall have received notice from the Required Lenders that the Eurodollar Rate determined or prior to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent shall give telecopy or telephonic notice thereof to the Borrowers and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given (i) any Eurodollar Loans requested to be made on the first day of such Interest Period from Lenders constituting the Requisite Lenders that the interest rate determined for such Interest Period does not accurately reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period; then, the Agent shall forthwith give notice of such determination to Borrower and the other Lenders as soon as practicable thereafter. If such notice is given, (x) any then requested Eurodollar Rate Loans shall be made as Alternate Base Rate Loans, (iiy) any Alternate Base Rate Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Rate Loans shall be converted to or continued as Alternate Base Rate Loans and (iiiz) each any outstanding Eurodollar Loan Rate Loans shall be converted, on the last day of the then-then current Interest Period thereofwith respect thereto, to Alternate Base Rate Loans. Until such notice has been withdrawn by the Agent, ; and no further Eurodollar Rate Loans shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Alternate Base Rate Loans to Eurodollar LoansRate Loans unless and until the circumstances causing such suspension of Eurodollar Rate Loans no longer exist.

Inability to Determine Interest Rate. If (a) If, prior to the first day commencement of any Interest PeriodPeriod for a Eurodollar Loan, (ai)(A) the Administrative Agent shall have determined determines that Dollar deposits are not being offered to banks in good faith the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Loan, or (which determination shall be conclusive and binding upon B) subject to the Borrowers) that, by reason of circumstances affecting the relevant marketterms set forth in Section 3.7(c), adequate and reasonable means do not exist for ascertaining determining the Eurodollar Rate for such any requested Interest PeriodPeriod with respect to a proposed Eurodollar Loan or in connection with an existing or proposed ABR Loan (in each case with respect to this clause (i) “Impacted Loans”), or (bii) the Administrative Agent has received notice from or the Required Lenders determine that for any reason the Eurodollar Rate determined or to be determined for such any requested Interest Period with respect to a proposed Eurodollar Loan will not adequately and fairly reflect the cost to such Lenders of making or maintaining their funding such Eurodollar Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank marketLoan, the Administrative Agent shall give telecopy or telephonic notice thereof to will promptly so notify the Borrowers Borrower and each Lender. Until the Administrative Agent notifies the Borrower and the Lenders as soon as practicable thereafter, and will also give prompt written that the circumstances giving rise to such notice to the Borrowers when such conditions no longer exist. If such notice is given (i) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loansexists, (iix) any Loans that were the obligation of the Lenders to have been converted on the first day of such Interest Period to make or continued as maintain Eurodollar Loans shall be converted suspended (to the extent of the affected Eurodollar Loans or Interest Periods) and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the ABR, the utilization of the Eurodollar Rate component in determining the ABR shall be suspended. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing of, conversion to or continued as Base Rate continuation of Eurodollar Loans and (iii) each outstanding Eurodollar Loan shall be converted, on to the last day extent of the then-current Interest Period thereof, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further affected Eurodollar Loans shall or Interest Periods) or, failing that, will be made or continued as such, nor shall deemed to have converted such request into a request for ABR Loans in the Borrowers have the right to convert Base Rate Loans to Eurodollar Loansamount specified therein.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, (a) the Agent event that Bank shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) that, that by reason of circumstances affecting the relevant interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate applicable pursuant to Section 2.3 for such any Interest Period, (b) the Agent has received notice from the Required Lenders that the Period with respect to a Eurodollar Rate determined Loan that will result from a requested Eurodollar Rate Loan or that such rate of interest does not adequately cover the cost of funding such Revolving Loan, Bank shall forthwith give notice of such determination to be determined for such Borrower not later than 1:00 P.M., San Francisco time, on the requested Borrowing date, the requested conversion date or the last day of an Interest Period will not adequately and fairly reflect the cost of a Revolving Loan which was to such Lenders of making or maintaining their have been continued as a Eurodollar Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent shall give telecopy or telephonic notice thereof to the Borrowers and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer existRate Loan. If such notice is given and has not been withdrawn (i) any requested Eurodollar Loans requested to be made on the first day of such Interest Period Rate Loan shall be made as Base a Prime Rate LoansLoan, or, at Borrower's option, such Revolving Loan shall not be made, (ii) any Loans Revolving Loan that were was to have been converted on the first day of such Interest Period to or continued as a Eurodollar Loans Rate Loan, shall be continued as, or converted to or continued as Base into, a Prime Rate Loans Loan and (iii) each any outstanding Eurodollar Rate Loan shall be converted, on the last day of the then-then current Interest Period thereofwith respect thereto, to Base a Prime Rate LoansLoan. Until such notice has been withdrawn by the AgentBank, no further Eurodollar Rate Loans shall be made or continued as such, nor and Borrower shall the Borrowers not have the right to convert Base a Revolving Loan to a Eurodollar Rate Loans Loan. Bank will review the circumstances affecting the interbank Eurodollar market from time to Eurodollar Loanstime and Bank will withdraw such notice at such time as it shall determine that the circumstances giving rise to said notice no longer exist.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, (a) the Agent Lender shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, (b) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent Lender shall give telecopy or telephonic notice thereof to the Borrowers and the Lenders Borrower as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given (ia) any Eurodollar Loans Loan or Base Rate Loan requested to be made on the first day of such Interest Period shall be made as Base a Prime Rate LoansLoan, (iib) any Loans Loan, or portion thereof, that were was to have been converted on the first day of such Interest Period to or continued as a Eurodollar Loans Loan or a Base Rate Loan shall be converted to or continued as Base to a Prime Rate Loans Loan, and (iiic) each any outstanding Eurodollar Loan shall be converted, on the last first day of the then-current such Interest Period thereofPeriod, to a Prime Rate Loan and any outstanding Base Rate LoansLoan shall be converted to a Prime Rate Loan. Until the Lender has given the Borrower notice that such notice has been withdrawn by conditions no longer exist (which the AgentLender agrees to do promptly), no further Eurodollar Loans Loan or Base Rate Loan shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert any Loan to a Base Rate Loans Loan or to a Eurodollar LoansLoan.

Inability to Determine Interest Rate. If prior to the first day of ------------------------------------ any Interest Period, (a) Period the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrowersrelevant Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Eurocurrency Rate for such Interest Period, (b) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers relevant Borrower and the relevant Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given (iw) any Eurodollar Eurocurrency Loans in Dollars under the Facility requested to be made on the first day of such Interest Period shall be made as Base Rate LoansABR Loans and any Eurocurrency Loans in an Optional Currency so requested to be made shall not be made, (iix) any Loans in Dollars under the Facility that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Eurocurrency Loans shall be converted to or continued as Base Rate ABR Loans, (y) any outstanding Eurocurrency Loans and (iii) each outstanding Eurodollar Loan in Dollars under the Facility shall be converted, on the last day of the then-current Interest Period thereofPeriod, to Base Rate LoansABR Loans and (z) any outstanding Eurocurrency Loans in an Optional Currency shall be prepaid on the last day of the then-current Interest Period. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Eurocurrency Loans under the Facility shall be made or continued as such, nor shall the Borrowers such Borrower have the right to convert Base Rate Loans under the Facility to Eurodollar Eurocurrency Loans.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, : (a) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (b) the Administrative Agent has shall have received notice from the Required Majority Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or any affiliate of any such Lender from which such Lender customarily obtains funds) (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Revolving Credit Loans during such Interest Period, or (c) Dollar deposits in then the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given (ix) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate ABR Loans, (iiy) any ABR Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate ABR Loans and (iiiz) each any outstanding Eurodollar Loan Loans shall be converted, on the last first day of the then-current such Interest Period thereofPeriod, to Base Rate ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Rate ABR Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, (a) event that the Administrative Agent shall have determined in good faith (which determination shall shall, absent manifest error, be conclusive and binding upon the BorrowersU.S. Borrower) that, that (a) by reason of circumstances affecting the relevant interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such any Interest PeriodPeriod with respect to (i) proposed Loans that the U.S. Borrower has requested be made as Eurodollar Loans, (bii) any Eurodollar Loans that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the Agent has received notice from the Required Lenders that the continuation of any Eurodollar Rate determined or to be determined Loan as such for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such an additional Interest Period, or (cb) Dollar dollar deposits in the principal amounts of relevant amount and for the relevant period with respect to any such Eurodollar Loans to which such Interest Period is to be applicable Loan are not generally available to the Lenders in the London their respective Eurodollar Lending Offices' interbank marketEurodollar markets, the Administrative Agent shall forthwith give telecopy or telephonic e-mail notice thereof of such determination, confirmed in writing, to the Borrowers U.S. Borrower and the Lenders at least one day prior to, as soon as practicable thereafterthe case may be, and will also give prompt written notice to the Borrowers when requested Borrowing Date, the conversion date or the last day of such conditions no longer existInterest Period. If such notice is given (i) any requested Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Alternate Base Rate Loans, (ii) any Alternate Base Rate Loans that were to have been converted on the first day of such Interest Period to or Eurodollar Loans shall be continued as Alternate Base Rate Loans, and (iii) any outstanding Eurodollar Loans shall be converted to or continued as Base Rate Loans and (iii) each outstanding Eurodollar Loan shall be converted, on the last day of the then-then current Interest Period thereof, to applicable thereto into Alternate Base Rate Loans. Until such notice has been withdrawn by the AgentAdministrative Agent (which the Administrative Agent agrees to do when the circumstances that prompted delivery of such notice no longer exist), no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers have the right to convert and no Alternate Base Rate Loans shall be converted to Eurodollar Loans.

Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period, (ai) the Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower absent manifest error) that, by reason of circumstances affecting the relevant market, that adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, (bii) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such Interest Period, or (ciii) the Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent shall give telecopy e-mail or telephonic notice thereof to the Borrowers Borrower and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers Borrower when such conditions no longer exist. If such notice is given (ix) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (iiy) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate Loans and (iiiz) each outstanding Eurodollar Loan shall be converted, on the last day of the then-current Interest Period thereof, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans to Eurodollar Loans.