Common use of Inability to Determine Rates Clause in Contracts

Inability to Determine Rates. If the Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does not revoke such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines shall have determined in good faith that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable pursuant to subsection 1.3(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding or maintaining such Loan, the Agent will promptly so notify forthwith give notice of such determination to the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of ConversionContinuation/Continuation Conversion then submitted by it. If the Borrower does not revoke such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such LIBOR Loan, the Agent will promptly so notify the Borrower and each LenderLender thereof. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of ConversionContinuation/Continuation Conversion then submitted by itany of them. If the Borrower does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines Required Lenders determine that for by reason of any reason changes affecting the London interbank eurodollar market adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Loan, or that deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and the Interest Period of such LIBOR Loan, in each case due to circumstances arising on or after the date hereof, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain any affected LIBOR Rate Loans hereunder shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice in writingnotice. Upon receipt of such notice, the Borrower may revoke any Notice pending request for a Borrowing of, conversion to or continuation of LIBOR Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does not revoke such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, Base Rate Loans in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loanstherein.

Inability to Determine Rates. If the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR LIBO Rate for any requested Interest Period with respect to a proposed LIBOR LIBO Rate Loan, or that the LIBOR LIBO Rate applicable pursuant to Section 2.7(b) for any requested Interest Period with respect to a proposed LIBOR LIBO Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR LIBO Rate Loans hereunder shall be suspended until the Administrative Agent upon the instruction of the Lenders revokes such notice in writing. Upon receipt of such notice, the Borrower Company may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower Company does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the BorrowerCompany, in the amount specified in the applicable notice submitted by the BorrowerCompany, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR LIBO Rate Loans.

Inability to Determine Rates. If the Agent determines shall have determined that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify the forthwith give notice of such determination to Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans Loans, as the case may be, hereunder shall be suspended until Agent, upon instruction from the Agent Requisite Lenders, revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by itsubmitted. If the Borrower does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Prime Rate Loans instead of LIBOR Rate Loans, as the case may be.

Inability to Determine Rates. If the Agent determines any Lender shall have determined that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify the Borrower forthwith give notice of such determination to Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans Loans, as the case may be, hereunder shall be suspended until the Agent Agent, upon instruction from Requisite Lenders, revokes such notice in writing. Upon receipt of such notice, the Borrower Borrowers may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by itsubmitted. If the a Borrower does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the such Borrower, in the amount specified in the applicable notice submitted by the such Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans, as the case may be.

Inability to Determine Rates. If the Agent determines shall have determined in good faith that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable pursuant to Section 1.3(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding or maintaining such Loan, the Agent will promptly so notify the forthwith give notice of such determination to Borrower Representative and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower Representative may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower Representative does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the BorrowerBorrower Representative, in the amount specified in the applicable notice submitted by the BorrowerBorrower Representative, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify the Borrower Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower Borrowers may revoke any Notice of Borrowing or Notice of ConversionContinuation/Continuation Conversion then submitted by it. If the Borrower does Borrowers do not revoke such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the BorrowerBorrowers, in the amount specified in the applicable notice submitted by the BorrowerBorrowers, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Applicable Agent determines shall have determined in good faith that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable pursuant to subsection 1.3(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding or maintaining such Loan, the Applicable Agent will promptly so notify forthwith give notice of such determination to the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Applicable Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by itthem. If the Borrower does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines shall have determined that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify the Borrower forthwith give notice of such determination to Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans Loans, as the case may be, hereunder shall be suspended until the Agent Agent, upon instruction from Requisite Lenders, revokes such notice in writing. Upon receipt of such notice, the Borrower Borrowers may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by itsubmitted. If the a Borrower does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the such Borrower, in the amount specified in the applicable notice submitted by the such Borrower, but such Loans shall be made, converted or continued as Base Prime Rate Loans instead of LIBOR Rate Loans, as the case may be.

Inability to Determine Rates. If the Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Eurodollar Rate for any requested Interest Period with respect to a proposed LIBOR Rate Eurodollar Revolving Loan, or that the LIBOR Eurodollar Rate for any requested Interest Period with respect to a proposed LIBOR Rate Eurodollar Revolving Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Eurodollar Revolving Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of ConversionContinuation/Continuation Conversion then submitted by it. If the Borrower does not revoke such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Alternate Base Rate Revolving Loans instead of LIBOR Rate Eurodollar Revolving Loans.

Inability to Determine Rates. If the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR LIBO Rate for any requested Interest Period with respect to a proposed LIBOR LIBO Rate Loan, or that the LIBOR LIBO Rate applicable pursuant to Section 2.7(b) for any requested Interest Period with respect to a proposed LIBOR LIBO Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR LIBO Rate Loans hereunder shall be suspended until the Administrative Agent upon the instruction of the Lenders revokes such notice in writing. Upon receipt of such notice, the Borrower Company may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower Company does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the BorrowerCompany, in the amount specified in the applicable notice submitted by the BorrowerCompany, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR LIBO Rate Loans.

Inability to Determine Rates. If the Agent determines shall have determined in good faith that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable pursuant to Section 1.3(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding or maintaining such Loan, the Agent will promptly so notify forthwith give notice of such determination to the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, notwithstanding anything to the contrary herein, the Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines shall have determined in good faith that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable pursuant to subsection 1.3(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify forthwith give notice of such determination to the Borrower Representative and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower Representative may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower Representative does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the BorrowerBorrower Representative, in the amount specified in the applicable notice submitted by the BorrowerBorrower Representative, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines shall have determined in good faith that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable pursuant to Section 1.3(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding or maintaining such Loan, the Agent will promptly so notify forthwith give notice of such determination to the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Revolving Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Revolving Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Revolving Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower Borrowers may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does Borrowers do not revoke such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the BorrowerBorrowers, in the amount specified in the applicable notice submitted by the BorrowerBorrowers, but such Loans shall be made, converted or continued as Base Rate Revolving Loans instead of LIBOR Rate Revolving Loans.

Inability to Determine Rates. If the Agent determines shall have determined in good faith that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable pursuant to subsection 1.5(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding or maintaining such Loan, the Agent will promptly so notify forthwith give notice of such determination to the Borrower Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower Borrowers may revoke any Notice of Borrowing Revolving Credit Advance or Notice of Conversion/Continuation - LIBOR then submitted by it. If the Borrower does Borrowers do not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the BorrowerBorrowers, in the amount specified in the applicable notice submitted by the BorrowerBorrowers, but such Loans shall be made, converted or continued as US Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines Required Purchasers shall have determined in good faith that for any reason adequate and reasonable means do not exist for determining the ascertaining LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate Loans or that LIBOR applicable pursuant to Section 1.3(a) for any requested Interest Period with respect to a the proposed LIBOR Rate Loan Loans does not adequately and fairly reflect the cost to the Lenders Purchasers of funding or maintaining such LoanTerm Loans, the Agent Required Purchasers will promptly so notify forthwith give notice of such determination to the Borrower Issuer and each LenderPurchaser. Thereafter, the obligation of the Lenders Purchasers to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes Required Purchasers revoke such notice in writing. Upon receipt of such notice, notwithstanding anything to the Borrower contrary herein, the Issuer may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower Issuer does not revoke such Noticenotice, the Lenders Purchasers shall make, convert or continue the Term Loans, as proposed by the BorrowerIssuer, in the amount specified in the applicable notice submitted by the BorrowerIssuer, but such Term Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines shall have determined in good faith that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable pursuant to subsection 1.3(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding or maintaining such Loan, the Agent will promptly so notify forthwith give notice of such determination to the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines shall have determined in good faith that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable pursuant to Section 2.3(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding or maintaining such Loan, the Agent will promptly so notify forthwith give notice of such determination to the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If before the commencement of any Interest Period for any LIBOR Loan Borrowing the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Adjusted LIBO Rate for any requested Interest Period with respect to a proposed any LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such LoanLoans, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain continue LIBOR Rate Loans hereunder shall be suspended until the Administrative Agent revokes notifies the Borrower and the Lenders that the circumstances giving rise to such notice in writingno longer exists. Upon receipt the delivery of such notice, (a) the Borrower may revoke any Notice pending Borrowing Request or Conversion Request or notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If continuation and (b) if the Borrower does not revoke such NoticeBorrowing Request, Conversion Request or notice, then the Lenders shall make, convert Convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted Converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders Banks of funding such Loan, the Agent will promptly so notify the Borrower and each LenderBank. Thereafter, the obligation of the Lenders Banks to make or maintain LIBOR Rate Loans Loans, hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does not revoke such Notice, the Lenders Banks shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Prime Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or the Majority Lenders advise the Administrative Agent that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the applicable Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Administrative Agent revokes such notice in writing. Upon receipt of such notice, the a Borrower may revoke any Notice of Borrowing or Notice of ConversionContinuation/Continuation Conversion then submitted by it. If the such Borrower does not revoke such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the such Borrower, in the amount specified in the applicable notice submitted by the such Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or if the Majority Lenders notify the Administrative Agent that the LIBOR Rate applicable pursuant to Section 2.06(c) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Administrative Agent upon the instruction of the Majority Lenders revokes such notice in writing; such written revocation to be promptly given upon determination that such circumstances no longer exist. Upon receipt of such notice, the Borrower Company may revoke any Notice of Revolving Credit Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower Company does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the BorrowerCompany, in the amount specified in the applicable notice submitted by the BorrowerCompany, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent any Bank determines that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable pursuant to subsection 2.8.1 for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders such Bank of funding such Loan, such Bank will forthwith give notice of such determination to the Agent will promptly so notify Company through the Borrower and each LenderAdministrative Agent. Thereafter, the obligation of the Lenders such Bank to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent such Bank revokes such notice in writing. Upon receipt of such notice, the Borrower Company may revoke any Borrowing Notice of Borrowing or Notice of Conversion/Continuation Notice then submitted by it. If the Borrower Company does not revoke such Noticenotice, the Lenders affected Bank shall make, convert or continue the Loans, as proposed by the BorrowerCompany, in the amount specified in the applicable notice submitted by the BorrowerCompany, but such Loans shall be made, converted or continued as Base Reference Rate Loans instead of LIBOR Rate Loans.. 3.6

Inability to Determine Rates. If the Agent determines shall have determined that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR LIBO Rate applicable pursuant to Section 2.09(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the such Lenders of funding such Loan, the Agent will promptly so notify forthwith give notice of such determination to the Borrower Company and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower Company may revoke any Borrowing Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower Company does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the BorrowerCompany, in the amount specified in the applicable notice submitted by the BorrowerCompany, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify the Borrower Borrowers’ Agent and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower Borrowers may revoke any Notice of Borrowing or Notice of ConversionContinuation/Continuation Conversion then submitted by itany Borrower. If the Borrower does Borrowers do not revoke such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the BorrowerBorrowers, in the amount specified in the applicable notice submitted by the BorrowerBorrowers, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines shall have determined in good faith that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable pursuant to subsection 1.3(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify forthwith give notice of such determination to the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of ConversionContinuation/Continuation Conversion then submitted by it. If the Borrower does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines shall have determined in good faith that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable pursuant to subsection 1.3(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding or maintaining such LIBOR Rate Loan, the Agent will promptly so notify forthwith give notice of such determination to the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the US Agent determines shall have determined in good faith that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable pursuant to subsection 1.3(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding or maintaining such Loan, the US Agent will promptly so notify forthwith give notice of such determination to the US Borrower and each US Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the US Agent revokes such notice in writing. Upon receipt of such notice, the US Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the US Borrower does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the US Borrower, in the amount specified in the applicable notice submitted by the US Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may may, notwithstanding any other provision herein to the contrary, revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does not revoke such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines shall have determined in good faith that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period ascertaining Term SOFR with respect to a proposed LIBOR Rate Loan, SOFR Loan or that the LIBOR Rate for any requested Interest Period Term SOFR with respect to a proposed LIBOR Rate SOFR Loan does not adequately and fairly reflect the cost to the Lenders of funding or maintaining such Loan, the Agent will promptly so notify forthwith give notice of such determination to the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate SOFR Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines shall have determined in good faith that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable pursuant to Section 1.3(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding or maintaining such Loan, the Agent will promptly so notify forthwith give notice of such determination to the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines shall have determined in good faith that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable pursuant to Section 1.3(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding or maintaining such Loan, the Agent will promptly so notify forthwith give notice of such determination to the Borrower Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower Borrowers may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does Borrowers do not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the BorrowerBorrowers, in the amount specified in the applicable notice submitted by the BorrowerBorrowers, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify the Borrower Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the relevant Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by itsuch Borrower. If the such Borrower does not revoke such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the such Borrower, in the amount specified in the applicable notice submitted by the such Borrower, but such Loans shall be made, converted or continued as Base Reference Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent any Bank determines that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable pursuant to subsection 2.9.1 for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders such Bank of funding such Loan, such Bank will forthwith give notice of such determination to the Agent will promptly so notify Company through the Borrower and each LenderAdministrative Agent. Thereafter, the obligation of the Lenders such Bank to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent such Bank revokes such notice in writing. Upon receipt of such notice, the Borrower Company may revoke any Borrowing Notice of Borrowing or Notice of Conversion/Continuation Notice then submitted by it. If the Borrower Company does not revoke such Noticenotice, the Lenders affected Bank shall make, convert or continue the Loans, as proposed by the BorrowerCompany, in the amount specified in the applicable notice submitted by the BorrowerCompany, but such Loans shall be made, converted or continued as Base Reference Rate Loans instead of LIBOR Rate Loans.. 3.6

Inability to Determine Rates. If the Agent determines shall have determined in good faith that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable pursuant to subsection 1.3(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify forthwith give notice of such determination to the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation Continuation/ Conversion then submitted by itthe Borrower. If the Borrower does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Applicable Agent determines shall have determined in good faith that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable pursuant to Section 1.3(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding or maintaining such Loan, the Applicable Agent will promptly so notify forthwith give notice of such determination to the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Applicable Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify the Borrower Authorized Representative on behalf of the Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower Borrowers may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does Borrowers do not revoke such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the BorrowerBorrowers, in the amount specified in the applicable notice submitted by the BorrowerBorrowers, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such LIBOR Rate Loan, the Agent will promptly so notify the Borrower Parent and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower Borrowers may revoke any Notice of Borrowing or Conversion then submitted by them. If the Borrowers do not revoke such Notice of Conversion/Continuation then submitted by it. If the Borrower does not revoke such Notice, the Lenders shall make, convert or continue that portion of the LoansTerm Loan that is the subject of such Notice of Conversion, as proposed by the BorrowerBorrowers, in the amount specified in the applicable notice submitted by the BorrowerBorrowers, but such Loans portion of the Term Loan shall be made, converted or continued maintained as a Base Rate Loans Loan instead of a LIBOR Rate LoansLoan.

Inability to Determine Rates. If the Agent determines shall have determined in good faith that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or LIR Loan or that the LIBOR Rate applicable pursuant to Section 1.5 for any requested Interest Period with respect to a proposed LIBOR Rate Loan or LIR Loan does not adequately and fairly reflect the cost to the Lenders of funding or maintaining such Loan, the Agent will promptly so notify forthwith give notice of such determination to the Borrower Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans or LIR Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower Borrowers may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does Borrowers do not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the BorrowerBorrowers, in the amount specified in the applicable notice submitted by the BorrowerBorrowers, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines shall have determined in good faith that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable pursuant to subsection 1.3(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding or maintaining such Loan, the Agent will promptly so notify forthwith give notice of such determination to the Borrower Representative and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower Representative may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower Representative does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the BorrowerBorrower Representative, in the amount specified in the applicable notice submitted by the BorrowerBorrower Representative, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines shall have determined in good faith that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable pursuant to subsection 1.3(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify forthwith give notice of such determination to the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. (a) If the Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such LIBOR Loan, the Agent will promptly so notify the Borrower and each LenderLender thereof. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of ConversionContinuation/Continuation Conversion then submitted by itany of them. If the Borrower does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify the Borrower Borrowers’ Agent and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower Borrowers may revoke any Notice of Borrowing or Notice of ConversionContinuation/Continuation Conversion then submitted by itany Borrower. If the Borrower does Borrowers do not revoke such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the applicable Borrower, in the amount specified in the applicable notice submitted by the applicable Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines shall have determined in good faith that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable pursuant to subsection 1.3(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify forthwith give notice of such determination to the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation Continuation/ Conversion then submitted by it. If the Borrower does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate applicable pursuant to Subsection 2.06(b) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders Lender of funding such Loan, the Administrative Agent will promptly so notify the Borrower Company and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Administrative Agent upon the instruction of the Lenders revokes such notice in writing; such written revocation to be promptly given up determination that such circumstances no longer exist. Upon receipt of such notice, the Borrower Company may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower Company does not revoke such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the BorrowerCompany, in the amount specified in the applicable notice submitted by the BorrowerCompany, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If any Bank or the Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR LIBO Rate for any requested Interest Period with respect to a proposed LIBOR LIBO Rate Loan, Loan or that the LIBOR LIBO Rate applicable for any requested Interest Period with respect to a proposed LIBOR LIBO Rate Loan does not adequately and fairly reflect the cost to the Lenders such Banks of funding such Loan, the Agent will promptly so notify the Borrower Company and each LenderBank. Thereafter, the obligation of the Lenders Banks to make or maintain LIBOR LIBO Rate Loans hereunder shall be suspended until the Agent upon the instruction of the Required Banks revokes such notice in writing. Upon receipt of such notice, the Borrower Company may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower Company does not revoke such Notice, the Lenders Banks shall make, convert or continue the Loans, as proposed by the BorrowerCompany, in the amount specified in the applicable notice submitted by the BorrowerCompany, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR LIBO Rate Loans.

Inability to Determine Rates. If the Agent any Lender determines that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable pursuant to Section 2.9.1 for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders such Lender of funding such Loan, the Agent such Lender will promptly so notify the forthwith give notice of such determination to Borrower and each Lenderthrough Administrative Agent. Thereafter, the obligation of the Lenders such Lender to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent such Lender revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does not revoke such Noticenotice, the Lenders affected Lender shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Reference Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Revolving Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Revolving Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Revolving Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of ConversionContinuation/Continuation Conversion then submitted by it. If the Borrower does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Revolving Loans instead of LIBOR Rate Revolving Loans.

Inability to Determine Rates. If the Agent reasonably determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of ConversionContinuation/Continuation Conversion then submitted by it. If the Borrower does not revoke such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR LIBO Rate for any requested Interest Period with respect to a proposed LIBOR LIBO Rate Loan, or that the LIBOR LIBO Rate applicable pursuant to Section 2.7(b) for any requested Interest Period with respect to a proposed LIBOR LIBO Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR LIBO Rate Loans hereunder shall be suspended until the Administrative Agent upon the instruction of the Lenders revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR LIBO Rate Loans.

Inability to Determine Rates. If the Agent determines shall have determined in good faith that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable pursuant to subsection 1.3(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding or maintaining such Loan, the Agent will promptly so notify forthwith give notice of such determination to the Borrower Representative and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower Representative may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower Representative does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the BorrowerBorrower Representative, in the amount specified in the applicable notice submitted by the BorrowerBorrower Representative, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines shall have determined that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable pursuant to subsection 1.3(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify forthwith give notice of such determination to the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of ConversionContinuation/Continuation Conversion then submitted by it. If the Borrower does not revoke such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines shall have determined in good faith that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable pursuant to Section 1.3(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding or maintaining such Loan, the Agent will promptly so notify forthwith give notice of such determination to the Borrower Representative and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower Representative may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower Representative does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the BorrowerBorrower Representative, in the amount specified in the applicable notice submitted by the BorrowerBorrower Representative, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate applicable pursuant to Subsection 2.10(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify the Borrower Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower Borrowers may revoke without cost or penalty any Notice of Borrowing or Notice of Conversion/Continuation then submitted by itthem. If the Borrower does Borrowers do not revoke such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the BorrowerBorrowers, in the amount specified in the applicable notice submitted by the BorrowerBorrowers, but and such Loans shall be made, converted or continued as Base Rate Loans instead of Daily One-Month LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate applicable pursuant to Section 2.8(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders any Lender of funding such Loan, the Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Interest Rate Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does not revoke such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Reference Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify the Borrower Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower Borrowers may revoke any Notice of Borrowing or Notice of ConversionContinuation/Continuation Conversion then submitted by it. If the Borrower does Borrowers do not revoke such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the BorrowerBorrowers, in the amount specified in the applicable notice submitted by the BorrowerBorrowers, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify the Borrower Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the each Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the any Borrower does not revoke such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the such Borrower, in the amount specified in the applicable notice submitted by the such Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines shall have determined in good faith that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable pursuant to subsection 2.3(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify forthwith give notice of such determination to the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or a Notice of Conversion/Continuation then submitted by it. If the Borrower does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Administrative Agent reasonably determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Administrative Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of ConversionContinuation/Continuation Conversion then submitted by it. If the Borrower does not revoke such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines shall have determined in good faith that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable pursuant to subsection 1.3(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify forthwith give notice of such determination to the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain such LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation Continuation/ Conversion then submitted by it. If the Borrower does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines shall have determined in good faith that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest LIBOR Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable pursuant to subsection 1.5(a) for any requested Interest LIBOR Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding maintaining such Loan, the Agent will promptly so notify forthwith give notice of such determination to the Borrower Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower Borrowers may revoke any Notice of Borrowing or Notice of Conversion/Continuation - LIBOR then submitted by it. If the Borrower does Borrowers do not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the BorrowerBorrowers, in the amount specified in the applicable notice submitted by the BorrowerBorrowers, but such Loans shall be made, converted or continued as US Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If before the commencement of any Interest Period for any LIBOR Loan Borrowing the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Adjusted LIBO Rate for any requested Interest Period with respect to a proposed any LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such LoanLoans, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain continue LIBOR Rate Loans hereunder shall be suspended until the Administrative Agent revokes notifies the Borrower and the Lenders that the circumstances giving rise to such notice in writingno longer exists. Upon receipt the delivery of such notice, (a) the Borrower may revoke any Notice pending Borrowing Request or Conversion Request or notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If continuation and (b) if the Borrower does not revoke such NoticeNEWYORK 8115155 (2K) 10 Borrowing Request, Conversion Request or notice, then the Lenders shall make, convert Convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted Converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Administrative Agent determines shall have determined in good faith that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable pursuant to subsection 1.3(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding or maintaining such Loan, the Administrative Agent will promptly so notify forthwith give notice of such determination to the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Administrative Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR LIBO Rate for any requested Interest Period with respect to a proposed LIBOR LIBO Rate Loan, Loan or that the LIBOR LIBO Rate for any requested Interest Period with respect to a proposed LIBOR LIBO Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such LIBO Rate Loan, the Administrative Agent will promptly so notify the Borrower and each LenderLender thereof. Thereafter, the obligation of the Lenders to make or maintain LIBOR LIBO Rate Loans hereunder shall be suspended until the Administrative Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing Request or Notice of Conversion/Continuation Interest Election Request then submitted by it. If the Borrower does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate ABR Loans instead of LIBOR LIBO Rate Loans.

Inability to Determine Rates. If the Agent any Bank determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest LIBOR Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate applicable pursuant to subsection 4.1(c) for any requested Interest LIBOR Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders such Banks of funding such Loan, the Agent will promptly so notify the Borrower Company and each LenderBank. Thereafter, the obligation of the Lenders Banks to make or maintain LIBOR Rate Loans Loans, as the case may be, hereunder shall be suspended until the Agent upon the instruction of such Bank revokes such notice in writing. Upon receipt of such notice, the Borrower Company may revoke any Notice Request for Borrowing or Request for Redesignation of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower Company does not revoke such NoticeRequest, the Lenders Banks shall make, convert or continue the Loans, as proposed by the BorrowerCompany, in the amount specified in the applicable notice submitted by the BorrowerCompany, but such Loans shall be made, converted or continued as Base Reference Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines shall have determined in good faith that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable pursuant to Section 1.3(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding or maintaining such Loan, the Agent will promptly so notify the forthwith give notice of such determination to Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines or Required Lenders shall have determined in good faith that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding or maintaining such Loan, the Agent (either individually or upon direction of Required Lenders) will promptly so notify the forthwith give notice of such determination to Borrower Representative and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes (individually or upon direction of Required Lenders) revoke such notice in writing. Upon receipt of such notice, the Borrower Representative may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower Representative does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the BorrowerBorrower Representative, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Administrative Agent reasonably determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Administrative Agent revokes such notice in writing. Upon receipt of such notice, the any Borrower may revoke any Notice of Borrowing or Notice of ConversionContinuation/Continuation Conversion then submitted by it. If the no Borrower does not revoke revokes such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the such Borrower, in the amount specified in the applicable notice submitted by the such Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent any Lender determines that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable pursuant to Section 2.9.1 for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders such Lender of funding such Loan, such Lender will forthwith give notice of such determination to Borrower through the Agent will promptly so notify the Borrower and each LenderAdministrative Agent. Thereafter, the obligation of the Lenders such Lender to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent such Lender revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Borrowing Notice of Borrowing or Notice of Conversion/Continuation Notice then submitted by it. If the Borrower does not revoke such Noticenotice, the Lenders affected Lender shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Reference Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate applicable pursuant to Section 2.09(b) for any requested Applicable Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders any Lender of funding such Loan, the Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders such Lender to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any applicable Required Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does not revoke any such Noticenotice, the Lenders such Lender shall make, convert or continue the Loans, as proposed by the Borrowerany such Committed Loans bearing interest at a LIBOR Rate, in the amount specified in the applicable notice submitted by the Borrower, but such LIBOR Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines shall have determined that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, then the Agent will promptly so notify forthwith give notice of such determination to the Borrower Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans Loans, as the case may be, hereunder shall be suspended until the Agent Agent, upon the instruction of the Required Lenders, revokes such notice in writing. Upon receipt of such notice, the Borrower Borrowers may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does Borrowers do not revoke such Noticenotice, then the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the BorrowerBorrowers, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans, as the case may be.

Inability to Determine Rates. If the Agent Lender determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders Lender of funding such Loan, the Agent will Lender shall promptly so notify the Borrower and each LenderBorrower. Thereafter, the obligation of the Lenders Lender to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent Lender revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does not revoke such Notice, the Lenders Lender shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Reference Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate applicable for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify the Borrower Representative and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until Agent upon the Agent instruction of the Majority Lenders revokes such notice in writing. Upon receipt of such notice, the Borrower Representative may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower Representative does not revoke such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the BorrowerBorrower Representative, in the amount specified in the applicable notice submitted by the BorrowerBorrower Representative, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Revolving Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Revolving Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Revolving Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may may, notwithstanding any other provision herein to the contrary, revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does not revoke such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Revolving Loans instead of LIBOR Rate Revolving Loans.

Inability to Determine Rates. If the Agent Lender determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders Lender of funding such Loan, the Agent Lender will promptly so notify the Borrower and each LenderBorrower. Thereafter, the obligation of the Lenders Lender to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent Lender revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of ConversionContinuation/Continuation Conversion then submitted by it. If the Borrower does not revoke such Notice, the Lenders Lender shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Administrative Agent determines shall have determined in good faith that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable pursuant to Section 1.3(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding or maintaining such Loan, the Administrative Agent will promptly so notify forthwith give notice of such determination to the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Administrative Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines that for any ---------------------------- reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of ConversionContinuation/Continuation Conversion then submitted by it. If the Borrower does not revoke such Notice, the Lenders shall make, convert convert, or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted converted, or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify the Borrower Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the any Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the applicable Borrower does not revoke such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the such Borrower, in the amount specified in the applicable notice submitted by the such Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify the Borrower Palco and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower Palco may revoke any Notice of Borrowing or Notice of ConversionContinuation/Continuation Conversion then submitted by it. If the Borrower Palco does not revoke such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the BorrowerPalco, in the amount specified in the applicable notice submitted by the BorrowerPalco, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines that for any ---------------------------- reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify the Borrower ABT and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower ABT may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower ABT does not revoke such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the BorrowerBorrowers, in the amount specified in the applicable notice submitted by the BorrowerABT, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR LIBO Rate for any requested Interest Period with respect to a proposed LIBOR LIBO Rate Loan, or that the LIBOR LIBO Rate applicable for any requested Interest Period with respect to a proposed LIBOR LIBO Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR LIBO Rate Loans hereunder shall be suspended until the Administrative Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation Advance Request then submitted by it. If the Borrower does not revoke such NoticeAdvance Request, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice Advance Request submitted by the Borrower, but such Loans shall be made, converted or continued as Alternate Base Rate Loans instead of LIBOR LIBO Rate Loans.

Inability to Determine Rates. If the Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify the Borrower Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the any Borrower may revoke any Notice of Borrowing or Notice of ConversionContinuation/Continuation Conversion then submitted by it. If the applicable Borrower does not revoke such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the such Borrower, in the amount specified in the applicable notice submitted by the such Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Revolving Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Revolving Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Revolving Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does not revoke such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Revolving Loans instead of LIBOR Rate Revolving Loans.

Inability to Determine Rates. If the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Administrative Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does not revoke such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Administrative Agent revokes such notice in writing. Upon receipt of such notice, the Borrower Borrowers may revoke any Notice of Borrowing or Notice of ConversionContinuation/Continuation Conversion then submitted by itthem. If the Borrower does Borrowers do not revoke such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the BorrowerBorrowers, in the amount specified in the applicable notice submitted by the BorrowerBorrowers, but such Loans shall be made, converted or continued as Base Rate Loans denominated in Dollars instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines shall have determined in good faith that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable pursuant to subsection 2.3(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify forthwith give notice of such determination to the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines or Required Lenders shall have determined in good faith that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding or maintaining such Loan, the Agent (either individually or upon direction of Required Lenders) will promptly so notify the forthwith give notice of such determination to Borrower Representative and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent (individually or upon direction of Required Lenders) revokes such notice in writing. Upon receipt of such notice, the Borrower Representative may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower Representative does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the BorrowerBorrower Representative, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Revolving Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Revolving Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Revolving Loans hereunder shall be suspended until the Administrative Agent revokes such notice in writing. Upon receipt of such notice, the Borrower Borrowers may revoke any Notice of Borrowing or Notice of ConversionContinuation/Continuation Conversion then submitted by it. If the Borrower does Borrowers do not revoke such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the BorrowerBorrowers, in the amount specified in the applicable notice submitted by the BorrowerBorrowers, but such Loans shall be made, converted or continued as Base Rate Revolving Loans instead of LIBOR Rate Revolving Loans.

Inability to Determine Rates. If the Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Revolving Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does not revoke such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Revolving Loans instead of LIBOR Rate Revolving Loans.

Inability to Determine Rates. If the Agent determines shall have determined in good faith that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable pursuant to subsection 1.3(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify the forthwith give notice of such determination to Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of ConversionContinuation/Continuation Conversion then submitted by it. If the Borrower does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify the Borrower Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower Borrowers may revoke any Notice of Borrowing or Notice of ConversionContinuation/Continuation Conversion then submitted by itthe Administrative Borrower, on behalf of the Borrowers. If the Borrower does Borrowers do not revoke such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the BorrowerBorrowers, in the amount specified in the applicable notice submitted by the Administrative Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent Lender determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders Lender of funding such Loan, the Agent Lender will promptly so notify the Borrower and each LenderXxxxx. Thereafter, the obligation of the Lenders Lender to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent Lender revokes such notice in writing. Upon receipt of such notice, the Borrower Xxxxx may revoke any Notice of Borrowing or Notice of ConversionContinuation/Continuation Conversion then submitted by it. If the Borrower Xxxxx does not revoke such Notice, the Lenders Lender shall make, convert or continue the Loans, as proposed by the BorrowerBorrowers, in the amount specified in the applicable notice submitted by the BorrowerXxxxx, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines shall have determined that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR LIBO Rate applicable pursuantt o Section 2.09(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders such Banks of funding such Loan, the Agent will promptly so notify forthwith give notice of such determination to the Borrower Company and each LenderBank. Thereafter, the obligation of the Lenders Banks to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower Company may revoke any Borrowing Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower Company does not revoke such Noticenotice, the Lenders Banks shall make, convert or continue the Loans, as proposed by the BorrowerCompany, in the amount specified in the applicable notice submitted by the BorrowerCompany, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines shall have determined in good faith that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable pursuant to subsection 1.3(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding or maintaining such Loan, the Agent will promptly so notify forthwith give notice of such determination to the Borrower Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the relevant Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation of Revolving Loans then submitted by it. If the such Borrower does not revoke such Noticenotice, the relevant Revolving Lenders shall make, convert or continue the applicable Revolving Loans, as proposed by the such Borrower, in the amount specified in the applicable notice submitted by the such Borrower, but such Revolving Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Inability to Determine Rates. If the Agent determines shall have determined in ---------------------------- good faith that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, Loan or that the LIBOR Rate applicable pursuant to subsection 1.3(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify forthwith give notice of such determination to the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does not revoke such Noticenotice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.