Common use of Inability to Determine LIBOR Rate Clause in Contracts

Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders that (a) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining their LIBOR Rate Loans during such period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders) to the Borrower and the Lenders. In such event (i) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Base Rate Loans, (ii) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iii) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended, in each case, until the Administrative Agent determines in good faith that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent shall promptly so notify the Borrower and the Lenders.

Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders that (a) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining their LIBOR Rate Loans during such period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders) to the Borrower and the Lenders. In such event (i) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Base Rate Loans, (ii) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iii) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended, in each case, until the Administrative Agent determines in good faith that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent shall promptly so notify the Borrower and the Lenders.

Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Administrative Agent any Lender shall determine or be notified by the Required Lenders that (a) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders such Lender of making or maintaining their LIBOR Rate Loans during such period, the Administrative Agent such Lender shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBorrower) to the Borrower and the LendersAdministrative Agent. In such event (i) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, shall be deemed a request for, or in the case for Cost of such a Conversion Request, a request for continuation of, Base Rate Funds Loans, (ii) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Cost of Funds Loan, and (iii) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended, in each case, suspended until the Administrative Agent determines in good faith that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent shall promptly so notify the Borrower and the LendersLenders and each Cost of Funds Loan shall automatically convert to a LIBOR Rate Loan on the last day of the then current Interest Period.

Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Administrative Agent shall determine in good faith or be notified by the Required Majority Lenders in good faith that (a) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining their LIBOR Rate Loans during such periodPeriod, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower Borrowers and the Lenders) to the Borrower Borrowers and the Lenders. In such event (ia) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, shall be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Base Rate Loans, (iib) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iiic) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended, in each case, suspended until the Administrative Agent or the Majority Lenders determines in good faith that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent shall promptly so notify the Borrower Borrowers and the Lenders.

Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Administrative Agent Bank shall determine or be notified by the Required Lenders that (a) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining their LIBOR Rate Loans during such periodPeriod, the Administrative Agent Bank shall forthwith promptly give telephonic notice (promptly confirmed in writing) of such determination (which shall be conclusive and binding on the Borrower and the LendersBorrower) to the Borrower and the LendersBorrower. In such event (ia) upon receipt of notice, the Borrower may revoke any Revolving Credit pending request for any Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Base Rate Loans, (iib) if the Borrower does not revoke such request or Conversion Request, the Bank shall make, convert or continue Loans, as proposed by the Borrower, in the amount specified in the request or the Conversion Request submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans, (c) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iiid) the obligations of the Lenders Bank to make LIBOR Rate Loans shall be suspended, in each case, suspended until the Administrative Agent Bank determines in good faith that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent Bank shall promptly so notify the Borrower and the LendersBorrower.

Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Administrative Agent any Lender shall determine or be notified by the Required Lenders that (a) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders such Lender of making or maintaining their LIBOR Rate Loans during such period, the Administrative Agent such Lender shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBorrower) to the Borrower and the LendersAdministrative Agent. In such event (i) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, shall be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Base Rate Loans, (ii) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iii) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended, in each case, suspended until the Administrative Agent determines in good faith that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent shall promptly so notify the Borrower and the LendersLenders and each Base Rate Loan shall automatically convert to a LIBOR Rate Loan on the last day of the then current Interest Period.

Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Administrative Agent any Lender shall determine or be notified by the Required Lenders that (a) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders such Lender of making or maintaining their LIBOR Rate Loans during such period, the Administrative Agent such Lender shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBorrower) to the Borrower and the LendersAdministrative Agent. In such event (i) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, shall be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Base Rate Loans, (ii) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iii) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended, in each case, suspended until the Administrative Agent determines in good faith that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent shall promptly so notify the Borrower Borrowers and the LendersLenders and each Base Rate Loan shall automatically convert to a LIBOR Rate Loan on the last day of the then current Interest Period.

Inability to Determine LIBOR Rate. In the event, prior to the --------- -- --------- ----- ---- commencement of any Interest Period relating to any LIBOR Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders Majority Banks that (a) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining their LIBOR Rate Loans during such periodPeriod, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBanks) to the Borrower and the LendersBanks. In such event (ia) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, shall be deemed a request for, or in the case of such for a Conversion Request, a request for continuation of, Base Rate LoansLoan, (iib) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iiic) the obligations of the Lenders Banks to make LIBOR Rate Loans shall be suspended, in each case, suspended until the Administrative Agent or the Majority Banks determines in good faith that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Agent upon the instruction of the Majority Banks shall promptly so notify the Borrower and the LendersBanks.

Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Administrative Agent any Lender shall determine or be notified by the Required Lenders that (a) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders such Lender of making or maintaining their LIBOR Rate Loans during such period, the Administrative Agent such Lender shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBorrower) to the Borrower and the LendersAdministrative Agent. In such event with respect to such Lender (i) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, shall be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Base Rate Loans, (ii) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iii) the obligations of the Lenders obligation to make LIBOR Rate Loans shall be suspended, in each case, suspended until the Administrative Agent determines in good faith that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent shall promptly so notify the Borrower and the LendersLender. Upon receipt of such notice, the Borrower may elect to convert any Base Rate Loan from such Lender to a LIBOR Rate Loan from such Lender in accordance with the terms of Section 4.2.

Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders that (a) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining their LIBOR Rate Loans during such period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower Borrowers and the Lenders) to the Borrower Borrowers and the Lenders. In such event (i) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, shall be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Base Rate Loans, (ii) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iii) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended, in each case, suspended until the Administrative Agent determines in good faith that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent shall promptly so notify the Borrower Borrowers and the Lenders.

Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders that (a) adequate and reasonable methods means do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period Period, and a Benchmark replacement pursuant to Section 2.10 or 2.11 has not been established, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary, or (b) the LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining their LIBOR Rate Loans during such period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders) to the Borrower and the Lenders. In such event (i) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Base Rate LoansLoan, (ii) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iii) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended, in each case, until the Administrative Agent determines in good faith that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent shall promptly so notify the Borrower and the Lenders.

Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Administrative Agent shall reasonably determine or be notified by the Required Lenders that (ax) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such LIBOR Rate Loan, (y) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (bz) the LIBOR Rate determined or to be determined for such any requested Interest Period will does not adequately and fairly reflect the cost to the Lenders of making or maintaining their funding such LIBOR Rate Loans during such periodLoan, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBorrower) to the Borrower and the Lenders. In such event (ia) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, shall be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Alternate Base Rate Loans, (iib) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating theretothereof, become a an Alternate Base Rate Loan, and (iiic) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended (to the extent of the affected Interest Periods), and in the event of a determination described in the preceding sentence with respect to the LIBOR Rate component of the Alternate Base Rate, the utilization of the LIBOR Rate component in determining the Alternate Base Rate shall be suspended, in each case, until the Administrative Agent reasonably determines in good faith that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent shall promptly so notify the Borrower and the Lenders.

Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders Majority Banks that (a) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders Banks of making or maintaining their LIBOR Rate Loans during such period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBanks) to the Borrower and the LendersBanks. In such event (i) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, shall be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Base Rate Loans, (ii) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iii) the obligations of the Lenders Banks to make LIBOR Rate Loans shall be suspended, in each case, suspended until the Administrative Agent determines in good faith or the Majority Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Agent upon the instruction of the Majority Banks, shall promptly so notify the Borrower and the LendersBanks.

Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders that (a) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining their LIBOR Rate Loans during such period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders) to the Borrower and the Lenders. In such event (i) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Base Rate LoansLoan, (ii) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iii) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended, in each case, until the Administrative Agent determines in good faith that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent shall promptly so notify the Borrower and the Lenders.

Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders that (a) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining their LIBOR Rate Loans during such period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders) to the Borrower and the Lenders. In such event (i) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, shall be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Base Prime Rate Loans, (ii) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Prime Rate Loan, and (iii) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended, in each case, suspended until the Administrative Agent determines in good faith or the Required Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall promptly so notify the Borrower and the Lenders.

Inability to Determine LIBOR Rate. In Anything in this Agreement to the eventcontrary notwithstanding, if, at the time of or prior to the commencement determination of the LIBOR Set Rate in respect of any Interest Period relating to LIBOR Set Rate Request, as provided in this Agreement, any LIBOR Rate Loan, of the Administrative Agent Lenders determine (which determination shall determine or be notified by the Required Lenders conclusive) that (ai) by reason of circumstances affecting the London interbank market generally, adequate and reasonable methods fair means do not or will not exist for ascertaining the determining a LIBOR Set Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (bii) the a LIBOR Set Rate determined or to be determined for such Interest Period will not adequately and fairly accurately reflect the cost to the such Lenders of making or maintaining their the Loans (or any portion thereof) at a LIBOR Rate Loans during such periodSet Rate, then the Administrative Agent affected Lenders shall forthwith give the Borrower prompt notice thereof, and the Loan (or portions thereof) shall accrue interest, or continue to accrue interest, as the case may be, at the Base Rate. If at any time subsequent to the giving of such determination (which notice, such Lenders determine that because of a change in circumstances a LIBOR Set Rate is again available to the Borrower under this Agreement, such Lenders shall be conclusive and binding on so advise the Borrower and the Lenders) Borrower may convert the rate of interest payable hereunder from the Base Rate to a LIBOR Set Rate by submitting a LIBOR Set Rate Request to the Borrower Lenders and otherwise complying with the Lenders. In such event (i) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion provisions of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Base Rate Loans, (ii) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iii) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended, in each case, until the Administrative Agent determines in good faith that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent shall promptly so notify the Borrower and the Lendersthis Agreement.

Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders Majority Banks that (a) the Agent or the Majority Banks have determined that adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR Rate Period, determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to at least the Lenders Majority Banks of making or maintaining their LIBOR Rate Loans during such period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBanks) to the Borrower and the LendersBanks. In such event (ia) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shalland, in the case of such a Revolving Credit Loan Request, shall be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Base Rate Loans, (iib) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iiic) the obligations of the Lenders Banks to make LIBOR Rate Loans shall be suspended, in each case, suspended until the Administrative Agent determines in good faith or the Majority Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Agent upon the instruction of the Majority Banks, shall promptly so notify the Borrower and the LendersBanks.

Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders Majority Banks that (a) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining their LIBOR Rate Loans during such periodPeriod, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBanks) to the Borrower and the LendersBanks. In such event (i) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, shall be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Base Rate Loans, (ii) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iii) the obligations of the Lenders Banks to make LIBOR Rate Loans shall be suspended, in each case, suspended until the Administrative Agent or the Majority Banks determines in good faith that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Agent upon the instruction of the Majority Banks, shall promptly so notify the Borrower and the LendersBanks.

Inability to Determine LIBOR Rate. In the event, prior to the --------------------------------- commencement of any Interest Period relating to any LIBOR Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders Majority Banks that (a) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining their LIBOR Rate Loans during such periodPeriod, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBanks) to the Borrower and the LendersBanks. In such event (ia) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, shall be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Base Rate Loans, (iib) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating theretothereof, become a Base Rate Loan, and (iiic) the obligations of the Lenders Banks to make LIBOR Rate Loans shall be suspended, in each case, suspended until the Administrative Agent determines in good faith or the Majority Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Agent upon the instruction of the Majority Banks, shall promptly so notify the Borrower and the LendersBanks.

Inability to Determine LIBOR Rate. In the eventevent that, prior to the commencement of any Interest Period relating to any LIBOR Fixed Rate LoanLoan or Fixed Rate Portion, or to the Bond, the Administrative Agent shall determine or be notified by the Required Lenders that (a) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine serve as the basis for determining the rate of interest to be applicable to any LIBOR Fixed Rate Loan or Fixed Rate Portion, or to the Bond, during any Interest Period or (b) the LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining their LIBOR Rate Loans during such periodPeriod, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower Obligors and the LendersBanks) to the Borrower Obligors and the LendersBanks. In such event (ia) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Fixed Rate Loans to LIBOR and any Fixed Rate Loans Portion shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, shall be deemed a request forfor a Floating Rate Loan or Floating Rate Portion, or in as the case of such a Conversion Request, a request for continuation of, Base Rate Loansmay be, (iib) each LIBOR Fixed Rate Loan and Fixed Rate Portion will automatically, on the last day of the then current Interest Period relating thereto, become a Base Floating Rate LoanLoan or a Floating Rate Portion, as the case may be, (c) the interest rate applicable to the Bond, and (iiid) the obligations of the Lenders Banks to make LIBOR Fixed Rate Loans and Fixed Rate Portions shall be suspended, in each case, suspended until the Administrative Agent determines in good faith that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent shall promptly so notify the Borrower Obligors and the LendersBanks.

Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders that (a) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any Revolving Credit LIBOR Rate Loan or such portion of the Term Loan during any Interest Period or (b) the LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining their LIBOR Rate Loans during such periodPeriod, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBanks) to the Borrower and the LendersBanks. In such event (ia) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to Revolving Credit LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, shall be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Revolving Credit Base Rate LoansLoan, (iib) any Conversion Request regarding the interest rate applicable to all or any portion of the Term Loan shall be automatically withdrawn, (c) each Revolving Credit LIBOR Rate Loan or such portion of the Term Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Revolving Credit Base Rate LoanLoan or bear interest at an interest rate determined by reference to the Base Rate (as applicable), and (iiid) the obligations of the Lenders Banks to make Revolving Credit LIBOR Rate Loans or to allow the Borrower to elect to apply the LIBOR Rate to all or any portion of the Term Loan shall be suspended, in each case, suspended until the Administrative Agent determines in good faith or the Majority Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Agent upon the instruction of the Majority Banks, shall promptly so notify the Borrower and the LendersBanks.

Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders that (a) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR Rate determined or to be determined for such Interest Period will not not, in the Administrative Agent’s reasonable opinion, adequately and fairly reflect the cost to the Lenders of making or maintaining their LIBOR Rate Loans during such period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower Borrowers and the Lenders) to the Borrower Borrowers and the Lenders. In such event (i) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, shall be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Base Rate Loans, (ii) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iii) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended, in each case, suspended until the Administrative Agent determines in good faith or the Required Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall promptly so notify the Borrower Borrowers and the Lenders.

Inability to Determine LIBOR Rate. In the eventevent that, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Administrative Agent shall determine or be notified by in the Required Lenders exercise of its good faith business judgment that (a) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining their LIBOR Rate Loans during such periodPeriod, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBanks) to the Borrower and the LendersBanks. In such event (ia) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, shall be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Base Rate Loans, and (iib) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating theretothereof, become a Base Rate Loan, and (iii) the obligations of the Lenders Banks to make LIBOR Rate Loans shall be suspended, in each case, suspended until the Administrative Agent determines in good faith that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent shall promptly so notify the Borrower and the LendersBanks. In the event that the ability of the Borrower to obtain LIBOR Rate Loans is suspended pursuant to this ss.4.6, such suspension continues for more than thirty (30) consecutive days, and Borrower and the Banks are unable to agree upon an acceptable substitute reference rate within such 30-day period, then so long as such suspension is continuing Borrower may elect within sixty (60) days following the expiration of such initial 30-day period to prepay the Loans in full without the payment of any prepayment fee payable pursuant to ss.3.5.

Inability to Determine LIBOR Rate. In If the event, prior Majority Lenders determine that for any reason in connection with any request for a LIBOR Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the commencement of any London interbank eurodollar market for the applicable amount and Interest Period relating to any of such LIBOR Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders that (ab) adequate and reasonable methods means do not exist for ascertaining determining the LIBOR Rate that would otherwise determine the rate of interest for any requested Interest Period with respect to be applicable to any a proposed LIBOR Rate Loan during any Interest Period or in connection with an existing or proposed Base Rate Loan, or (bc) the LIBOR Rate determined or to be determined for such any requested Interest Period will with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the such Lenders of making or maintaining their LIBOR Rate Loans during funding such periodLoan, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on will promptly so notify the Borrower and the Lenders) to the Borrower and the Lenderseach Lender. In such event Thereafter, (i) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Base Rate Loans, (ii) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iii) the obligations obligation of the Lenders to make or maintain LIBOR Rate Loans shall be suspended, and (ii) in the event of a determination described in the preceding sentence with respect to the LIBOR Rate component of the Base Rate, the utilization of the LIBOR Rate component in determining the Base Rate shall be suspended, in each case, case until the Administrative Agent determines in good faith that (upon the circumstances giving rise to instruction of the Majority Lenders) revokes such suspension no longer existnotice. Upon receipt of such notice, whereupon the Administrative Agent shall promptly so notify the Borrower and may revoke any pending request for a Borrowing of, conversion to or continuation of LIBOR Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the Lendersamount specified therein.

Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders that (a) adequate and reasonable methods means do not temporarily exist (and the conditions described in Section 2.12 do not then exist) for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period Period, and a Benchmark replacement pursuant to Section 2.12 has not been established, including without limitation, because LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary or (b) the LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining their LIBOR Rate Loans during such period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders) to the Borrower and the Lenders. In such event (i) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Base Rate LoansLoan, (ii) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iii) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended, in each case, until the Administrative Agent determines in good faith that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent shall promptly so notify the Borrower and the Lenderseach Group Agent.

Inability to Determine LIBOR Rate. In the event, prior to the --------- -- --------- ----- ---- commencement of any Interest Period relating to any LIBOR Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders Majority Banks that (a) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining their LIBOR Rate Loans during such periodPeriod, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower Borrowers and the LendersBanks) to the Borrower Borrowers and the LendersBanks. In such event (ia) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, shall be deemed a request for, or in the case of such for a Conversion Request, a request for continuation of, Base Rate LoansLoan, (iib) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iiic) the obligations of the Lenders Banks to make LIBOR Rate Loans shall be suspended, in each case, suspended until the Administrative Agent or the Majority Banks determines in good faith that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Agent upon the instruction of the Majority Banks shall promptly so notify the Borrower Borrowers and the LendersBanks.