Common use of Inability to Determine Interest Rate Clause in Contracts

Inability to Determine Interest Rate. In the event that prior to the ------------------------------------ first day of any Interest Period: (a) the Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or (b) the Agent shall have received notice from the Majority Lenders acting in good faith that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the Base Rate, (y) Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be continued as Base Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base Rate

Inability to Determine Interest Rate. In the event that prior to the ------------------------------------ first day of any Interest Period: (a) the Agent Lender shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or (b) the Agent shall have received notice from the Majority Lenders acting in good faith that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders the Lender (as conclusively certified by such Lendersthe Lender) of making or maintaining their its affected Loans during such Interest Period, ; the Agent Lender shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (xi) any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the Base Rate, (y) Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be continued made as Base Reference Rate Loans and (zii) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Base Reference Rate Loans. Until such notice has been withdrawn by the AgentLender, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base RateReference Rate Loans to LIBOR Loans.

Inability to Determine Interest Rate. In the event that prior to the ------------------------------------ first day of any Interest Period: (a) the Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or (b) the Agent shall have received notice from the Majority Lenders acting in good faith that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the Base Reference Rate, (y) Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be continued as Base Reference Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Base Reference Rate Loans. Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base RateReference Rate Loans to LIBOR Loans.

Inability to Determine Interest Rate. In the event that prior to the ------------------------------------ first day of any Interest Period: (a) the Agent Bank shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest errorCo-Borrowers) that, by reason of circumstances affecting the relevant London interbank market, adequate and reasonable means do not exist for ascertaining the Reserve Adjusted Libor applicable pursuant to Section 3.01(b) for any requested Interest Period with respect to (a) the making of an LIBOR Adjusted Loan, (b) a LIBOR Loan that will result from the requested conversion of a Prime Rate Loan into a LIBOR Loan, or (c) the continuation of a LIBOR Loan beyond the expiration of the then current Interest Period with respect thereto, the Bank shall forthwith give notice of such determination, confirmed in writing, to the Co-Borrowers at least one Business Day prior to, as the case may be, the requested Borrowing Date for such LIBOR Loan, the conversion date of such Prime Rate Loan or the last day of such Interest Period, or (b) the Agent shall have received notice from the Majority Lenders acting in good faith that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (xa) any LIBOR Loans requested Loan that was to have been made shall be made on the first day of such Interest Period shall accrue interest at the Base Rateas a Prime Rate Loan, (yb) Loans any Prime Rate Loan that were was to have been converted on the first day of such Interest Period to a LIBOR Loans Loan shall be continued as Base a Prime Rate Loans Loan and (zc) any outstanding LIBOR Loans Loan shall be converted, on the first last day of such the then current Interest PeriodPeriod with respect thereto, to Base a Prime Rate LoansLoan. Until such notice has been withdrawn by the AgentBank, no further LIBOR Loans which notice of withdrawal shall be made or continued as suchgiven promptly after the Bank determines that such conditions no longer exist, nor the Co-Borrowers shall the Borrower not have the right to request a LIBOR Loan or to convert Base Ratea Prime Rate Loan to a LIBOR Loan.

Inability to Determine Interest Rate. In the event that If prior to the ------------------------------------ first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest errorBorrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted LIBO Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Required Lenders acting in good faith that the LIBOR Adjusted LIBO Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such LendersLenders in good faith) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower BA and the Lenders as soon as practicable thereafter. If such notice is given (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the be made as Base RateRate Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be continued as Base Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the first last day of such the then-current Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further LIBOR Loans shall be made or continued as such, nor shall the any Borrower have the right to convert Base RateLoans to LIBOR Loans.

Inability to Determine Interest Rate. In the event that prior to the ------------------------------------ first day Notwithstanding any other provision of any Interest Period: this Agreement, if (a) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or or (b) the Agent Required Lenders shall have received notice from the Majority Lenders acting in good faith reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will does not adequately and fairly reflect the cost to such Lenders (of funding LIBOR Rate Loans that the Company has requested be outstanding as conclusively certified by such Lenders) of making or maintaining their affected Loans a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telecopy or telephonic telephone notice thereof of such determination, confirmed in writing, to the Borrower Company, and the Lenders as soon as practicable thereafterat least two (2) Business Days prior to the first day of such Interest Period. If such notice is given (xi) any affected Loans denominated in Foreign Currencies requested to be made on the first day of such Interest Period shall be made, at the sole option of the Company, in Dollars as Alternate Base Rate Loans or such request shall be cancelled, (ii) any affected LIBOR Rate Loans requested to be made on the first day of such Interest Period shall accrue interest at the be made in Dollars as Alternate Base Rate, Rate Loans and (yiii) any affected Loans that were to have been converted on the first day of such Interest Period to or continued as LIBOR Rate Loans shall be converted to or continued in Dollars as Base Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Alternate Base Rate Loans. Until any such notice has been withdrawn by the AgentAdministrative Agent or the Required Lenders, as applicable, no further LIBOR Loans shall be made as, continued as, or continued converted into, LIBOR Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as suchthe Administrative Agent or the Required Lenders, nor shall as applicable, reasonably determine that the Borrower have the right to convert Base Rateconditions described above no longer exist.

Inability to Determine Interest Rate. In the event that prior to the ------------------------------------ first day Notwithstanding any other provision of any Interest Period: this Agreement, if (a) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or or (b) the Agent Required Lenders shall have received notice from the Majority Lenders acting in good faith reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will does not adequately and fairly reflect the cost to such Lenders (of funding LIBOR Rate Loans that the Company has requested be outstanding as conclusively certified by such Lenders) of making or maintaining their affected Loans a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telecopy or telephonic telephone notice thereof of such determination, confirmed in writing, to the Borrower Company, and the Lenders as soon as practicable thereafterat least two (2) Business Days prior to the first day of such Interest Period. If such notice is given (xi) any affected Loans denominated in Foreign Currencies requested to be made on the first day of such Interest Period shall be made, at the sole option of the applicable Borrower, in Dollars as Alternate Base Rate Loans or such request shall be cancelled, (ii) any affected LIBOR Rate Loans requested to be made on the first day of such Interest Period shall accrue interest at the be made in Dollars as Alternate Base Rate, Rate Loans and (yiii) any affected Loans that were to have been converted on the first day of such Interest Period to or continued as LIBOR Rate Loans shall be converted to or continued in Dollars as Base Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent, no further LIBOR Loans shall be made as, continued as, or continued as suchconverted into, nor shall LIBOR Rate Loans for the Borrower have the right to convert Base RateInterest Periods so affected.

Inability to Determine Interest Rate. In the event that prior to the ------------------------------------ first day Notwithstanding any other provision of any Interest Period: this Credit Agreement, if (ai) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or or (bii) the Agent Required Lenders shall have received notice from the Majority Lenders acting in good faith reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will does not adequately and fairly reflect the cost to such Lenders (of funding LIBOR Rate Loans that a Borrower has requested be outstanding as conclusively certified by such Lenders) of making or maintaining their affected Loans a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telecopy or telephonic telephone notice thereof of such determination, confirmed in writing, to the Borrower such Borrower, and the Lenders as soon as practicable thereafterat least two Business Days prior to the first day of such Interest Period. If such notice is given (xa) any LIBOR Foreign Currency Loans requested to be made on the first day of such Interest Period shall accrue interest be made, at the sole option of the applicable Borrower, in Dollars as Alternate Base RateRate Loans or such request shall be cancelled, (yb) any affected LIBOR Rate Loans that were requested to have been converted be made on the first day of such Interest Period to LIBOR Loans shall be continued made, at the sole option of the applicable Borrower, in Dollars as Alternate Base Rate Loans and (zc) any outstanding LIBOR affected Loans shall be converted, that on the first day of such Interest PeriodPeriod were to have been converted to or continued as LIBOR Rate Loans shall be converted to or continued, to at the sole option of the applicable Borrower, in Dollars as Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent, no further LIBOR Loans shall be made as, continued as, or continued as suchconverted into, nor shall LIBOR Rate Loans for the Borrower have the right to convert Base RateInterest Periods so affected.

Inability to Determine Interest Rate. In the event that that, prior to the ------------------------------------ first day of any Interest Period: , (a) the Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or Period or (b) the Agent shall have received notice from the Majority Lenders acting in good faith that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given given, (xi) any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the Base Rate, (yii) Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be continued as Base Rate Loans and (ziii) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base Rate

Inability to Determine Interest Rate. In the event that If prior to the ------------------------------------ first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest errorBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Required Lenders acting in good faith that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Revolving Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (x) any LIBOR Rate Loans requested to be made on the first day of such Interest Period shall accrue interest at the be made as Base RateRate Loans, (y) any Revolving Loans that were to have been converted on the first day of such Interest Period to LIBOR Rate Loans shall be continued as Base Rate Loans and (z) any outstanding LIBOR Rate Loans shall be converted, on the first last day of such the then-current Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further LIBOR Rate Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base RateRevolving Loans to LIBOR Rate Loans, nor shall any LIBOR Rate Swingline Loans be made.

Inability to Determine Interest Rate. In the event that prior to the ------------------------------------ first day Notwithstanding any other provision of any Interest Period: this Credit Agreement, if (ai) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or or (bii) the Agent Required Lenders shall have received notice from the Majority Lenders acting in good faith reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will does not adequately and fairly reflect the cost to such Lenders (of funding LIBOR Rate Loans that a Borrower has requested be outstanding as conclusively certified by such Lenders) of making or maintaining their affected Loans a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telecopy or telephonic telephone notice thereof of such determination, confirmed in writing, to the Borrower such Borrower, and the Lenders as soon as practicable thereafterat least two Business Days prior to the first day of such Interest Period. If such notice is given (xa) any LIBOR Foreign Currency Loans requested to be made on the first day of such Interest Period shall accrue interest be made, at the sole option of the applicable Borrower, in Dollars as Alternate Base RateRate Loans or such request shall be cancelled, (yb) any affected LIBOR Rate Loans requested to be made on the first day of such Interest Period shall be made, at the sole option of the applicable Borrower, in Dollars as Alternate Base Rate Loans and (c) any affected Loans that were to have been converted on the first day of such Interest Period to or continued as LIBOR Rate Loans shall be continued converted to or continued, at the sole option of the applicable Borrower, in Dollars as Base Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent, no further LIBOR Loans shall be made as, continued as, or continued as suchconverted into, nor shall LIBOR Rate Loans for the Borrower have the right to convert Base RateInterest Periods so affected.

Inability to Determine Interest Rate. In the event that If, on or prior to the ------------------------------------ first day Quotation Day for any Interest Period in respect of any Interest PeriodFloating Rate Loan: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant marketmarket generally, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted LIBO Rate for such affected Interest Period, or (b) the Administrative Agent shall have received notice from Lenders having Loans comprising at least 33-1/3% of the Majority Lenders acting in good faith aggregate amount of the Loans that the LIBOR Adjusted LIBO Rate determined or to be determined for such affected Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Floating Rate Loans during such affected Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower Company and the Lenders as soon as practicable thereafter. If such notice is given (x) any LIBOR given, all Loans requested to be made thereafter outstanding on the first day of such Interest Period shall accrue interest at the Base Rate, (y) Loans that were automatically be converted to have been converted on the first day of such Interest Period to LIBOR Loans shall be continued as Base Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of remain as such Interest Period, to Base Rate Loans. Until until such notice has been withdrawn by the Administrative Agent. Following the withdrawal of any such notice, no further LIBOR all Base Rate Loans then outstanding shall be made or continued converted as suchsoon as practicable thereafter to bear interest at the LIBO Rate with such Interest Period as the Company shall designate in writing to the Administrative Agent or, nor shall if the Borrower have the right Company fails to convert Base Ratespecify an Interest Period, a one month Interest Period.

Inability to Determine Interest Rate. In the event that prior to the ------------------------------------ first day of any Interest Period: (a) the Agent shall have determined (which determination shall be conclusive and binding upon the Borrower Borrowers absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or (b) the Agent shall have received notice from the Majority Lenders acting in good faith that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Agent shall give telecopy or telephonic notice thereof to the Borrower Borrowers and the Lenders as soon as practicable thereafter. If such notice is given (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the Base Rate, (y) Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be continued as Base Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower Borrowers have the right to convert Base RateRate Loans to LIBOR Loans.

Inability to Determine Interest Rate. In the event that If prior to the ------------------------------------ first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest errorBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Required Lenders acting in good faith that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Revolving Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (x) any LIBOR Rate Loans requested to be made on the first day of such Interest Period shall accrue interest at the Base Ratebe made as ABR Loans, (y) any Revolving Loans that were to have been converted on the first day of such Interest Period to LIBOR Rate Loans shall be continued as Base Rate ABR Loans and (z) any outstanding LIBOR Rate Loans shall be converted, on the first last day of such the then-current Interest Period, to Base Rate ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further LIBOR Rate Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base RateRevolving Loans to LIBOR Rate Loans, nor shall any LIBOR Rate Swingline Loans be made.

Inability to Determine Interest Rate. In the event that If prior to the ------------------------------------ first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest errorBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Required Lenders acting in good faith that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the be made as Base RateRate Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be continued as Base Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the first last day of such the then-current Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the AgentAdministrative Agent (at the direction or with the consent of such notifying Lenders), no further LIBOR Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base RateLoans to LIBOR Loans.

Inability to Determine Interest Rate. In the event that If prior to the ------------------------------------ first day of any Interest Period: (a) the Agent Lender shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest errorBorrowers) that U.S. Dollar deposits in the relevant amount and for the relevant Interest Period are not available to the Lender in the relevant market, or (b) the Lender shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or (bc) the Agent Lender shall have received notice from the Majority Lenders acting in good faith determined that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders the Lender (as conclusively certified by such Lendersthe Lender) of making or maintaining their the affected Revolving Loans during such Interest Period, the Agent Lender shall give telecopy or telephonic notice thereof to the Borrower and the Lenders Borrowers as soon as practicable thereafter. If such notice is given (xi) any LIBOR Loans requested Loan to be made on the first day of such Interest Period shall accrue interest at the Base Ratebe made as a Prime Rate Loan, (yii) Loans any Prime Rate Loan that were was to have been be converted on the first day of such Interest Period to a LIBOR Loans Loan shall be continued as Base a Prime Rate Loans Loan, and (ziii) any outstanding LIBOR Loans Loan shall be converted, converted on the first last day of such the then current Interest Period, Period to Base a Prime Rate LoansLoan. Until such notice has been withdrawn by the AgentLender, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower Borrowers have the right to convert Base RateLoans to LIBOR Loans.

Inability to Determine Interest Rate. In the event that If prior to the ------------------------------------ first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest errorBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted London Interbank Offered Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Required Lenders acting in good faith that the LIBOR Adjusted London Interbank Offered Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (x) any LIBOR Loans requested CREDIT AGREEMENT to be made on the first day of such Interest Period shall accrue interest at the Base Ratebe made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans Loans, shall be converted to or continued as Base Rate ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Base Rate ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base RateLoans to LIBOR Loans, as the case may be.

Inability to Determine Interest Rate. In As further set forth in paragraph 8.11 above, in the event that prior to the ------------------------------------ first day of any Interest Period: (a) the Agent shall have determined determine, or any Lender notifies the Agent in writing that it has determined, in the exercise of its reasonable business judgement (which determination shall be conclusive and binding upon the Borrower absent manifest error) thatCompanies), that by reason of circumstances affecting the relevant interbank LIBOR market, adequate and reasonable means do not exist for ascertaining LIBOR applicable for any Interest Period with respect to (a) a proposed loan that any of the Companies have requested be made as a LIBOR Adjusted Loan, (b) a LIBOR Loan that will result from the requested conversion of a Chase Bank Rate Loan into a LIBOR Loan or (c) the continuation of LIBOR Loans beyond the expiration of the then current Interest Period with respect thereto, the Agent or such Lender, as applicable, shall forthwith give written notice of such determination to the Companies at least one (1) day prior to, as the case may be, the requested borrowing date for such LIBOR Loan, the conversion date of such Chase Bank Rate Loan or the last day of such Interest Period, or (b) the Agent shall have received notice from the Majority Lenders acting in good faith that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (xi) any requested LIBOR Loans requested to Loan shall be made on the first day of such Interest Period shall accrue interest at the Base Rateas a Chase Bank Rate Loan, (yii) Loans any Chase Bank Rate Loan that were was to have been converted on the first day of such Interest Period to a LIBOR Loans Loan shall be continued as Base a Chase Bank Rate Loans Loan, and (ziii) any outstanding LIBOR Loans Loan shall be converted, on the first last day of such then current Interest PeriodPeriod with respect thereto, to Base a Chase Bank Rate LoansLoan. Until the Agent or such notice Lender has been withdrawn by the Agentsuch notice, no further LIBOR Loans Loan shall be made or continued as such, nor shall the Borrower Companies have the right to convert Base Ratea Chase Bank Rate Loan to a LIBOR Loan.

Inability to Determine Interest Rate. In the event that If prior to the first ------------------------------------ first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest errorBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Base Rate for such Interest Period, or or (b) the Administrative Agent shall have received notice from the Majority Lenders acting in good faith that the LIBOR Adjusted Base Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or any affiliate of any such Lender from which such Lender customarily obtains funds) (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the Base Ratebe made as ABR Loans, (y) any Loans that were to have been converted Converted on the first day of such Interest Period to LIBOR Loans shall be continued Continued as Base Rate ABR Loans and (z) any outstanding LIBOR Loans that were to have been Continued as such for such Interest Period shall be convertedConverted, on the first day of such Interest Period, to Base Rate ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further LIBOR Loans shall be made or continued Continued as such, nor shall the Borrower have the right to convert Base RateConvert Loans to, LIBOR Loans.

Inability to Determine Interest Rate. In the event that that, prior to the ------------------------------------ first day of any Interest Period: , (a) the Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or Period or (b) the Agent shall have received notice from the Majority Lenders acting in good faith that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Revolving Loans during such Interest Period, the Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given given, (xi) any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the Base Rate, (yii) Revolving Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be continued as Base Rate Loans and (ziii) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base RateRate Loans to LIBOR Loans.

Inability to Determine Interest Rate. In the event that If prior to the ------------------------------------ first day of any Interest Period: (a) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower absent manifest errorBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Required Lenders acting in good faith that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as reasonably determined and conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic written notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafterthereafter but at least five (5) Business Days prior to the first day of such Interest Period. If such notice is given and a successor or alternative index rate cannot be agreed as set forth in the definition of “LIBOR”, (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the Base Rate, (y) Term Loans that were to have been converted on the first day of such Interest Period to LIBOR Rate Loans shall be continued as Base Rate ABR Loans and (zy) any outstanding LIBOR Rate Loans shall be converted, on the first last day of such the then-current Interest Period, to Base Rate ABR Loans. Until such notice has been withdrawn by the AgentAdministrative Agent (which notice the Administrative Agent agrees to withdraw promptly upon a determination that the condition or situation which gave rise to such notice no longer exists), no further LIBOR Rate Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base RateLoans to LIBOR Rate Loans.

Inability to Determine Interest Rate. In the event that that, prior to the ------------------------------------ first day of any Interest Period: , (a) the Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest errorCompany) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or Period or (b) the Agent shall have received notice from the Majority Required Lenders acting in good faith that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Agent shall give telex, telecopy or telephonic notice thereof (stating the reason therefor) to the Borrower Company and the Lenders as soon as practicable thereafterpracticable. If such notice is given (xi) any LIBOR Rate Loans requested to be made on the first day of such Interest Period shall accrue interest at the be made as Adjusted Base RateRate Loans, (yii) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Rate Loans shall be converted to or continued as Adjusted Base Rate Loans and (ziii) any outstanding LIBOR Rate Loans shall be converted, on the first day of such Interest Period, to Adjusted Base Rate Loans. Until such notice has been withdrawn by the AgentAgent or, in the case of any notice given by the Required Lenders pursuant to clause (b) of the first sentence of this Section, by the Required Lenders, no further LIBOR Rate Loans shall be made or continued as such, nor shall the Borrower Company have the right to convert Base RateLoans to LIBOR Rate Loans.

Inability to Determine Interest Rate. In the event that prior to the ------------------------------------ first day of any Interest Period: (a) the Agent or any Lender shall have determined (which determination shall be conclusive and binding upon the Borrower absent in the absence of manifest error) that, that by reason of circumstances affecting the relevant marketLondon interbank market generally, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted LIBO Rate applicable pursuant to Section 2.5 for such Interest Period, or (b) the Agent shall have received notice from the Majority Lenders acting in good faith that the LIBOR Adjusted Rate determined or to be determined for such any Interest Period with respect to a LIBO Rate Loan that will result from a requested LIBO Rate Loan or that such rate of interest does not adequately and fairly reflect cover the cost to of funding such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest PeriodLoan, the Agent or such Lender shall forthwith give telecopy or telephonic notice thereof of such determination to the Borrower and not later than 1:00 P.M., San Francisco time, on the Lenders requested Borrowing date, the requested conversion date or the last day of an Interest Period of a Loan which was to have been continued as soon as practicable thereaftera LIBO Rate Loan. If such notice is given and has not been withdrawn (xi) any LIBOR Loans requested to LIBO Rate Loan shall be made on the first day of such Interest Period shall accrue interest as a Prime Rate Loan, or, at the Base RateBorrower's option, such Loan shall not be made, (yii) Loans any Loan that were was to have been converted on the first day of such Interest Period to LIBOR Loans a LIBO Rate Loan shall be continued as Base as, or converted into, a Prime Rate Loans Loan and (ziii) any outstanding LIBOR Loans LIBO Rate Loan shall be converted, on the first last day of such the then current Interest PeriodPeriod with respect thereto, to Base a Prime Rate LoansLoan. Until such notice has been withdrawn by the Agent, no further LIBOR LIBO Rate Loans shall be made or continued as such, nor shall and the Borrower shall not have the right to convert Base Ratea Loan to a LIBO Rate Loan. The Agent will review the circumstances affecting the London interbank market from time to time and the Agent will withdraw such notice at such time as it shall determine in the exercise of its reasonable judgment that the circumstances giving rise to said notice no longer exist.

Inability to Determine Interest Rate. In the event that If prior to the ------------------------------------ first day of any Interest Period: : (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest errorBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Base Rate for such Interest Period, or or (b) the Administrative Agent shall have received notice from the Majority Lenders acting in good faith that the LIBOR Adjusted Base Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or any affiliate of any such Lender from which such Lender customarily obtains funds) (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the Base Ratebe made as ABR Loans, (y) any Loans that were to have been converted Converted on the first day of such Interest Period to LIBOR Loans shall be continued Continued as Base Rate ABR Loans and (z) any outstanding LIBOR Loans that were to have been Continued as such for such Interest Period shall be convertedConverted, on the first day of such Interest Period, to Base Rate ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further LIBOR Loans shall be made or continued Continued as such, nor shall the Borrower have the right to convert Base RateConvert Loans to, LIBOR Loans.

Inability to Determine Interest Rate. In the event that prior to the ------------------------------------ first day Notwithstanding any other provision of any Interest Period: this Agreement, if (ai) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant market, deposits in the relevant amount in the relevant currency and for the relevant Interest Period are not available in the relevant market to any Lender or reasonable and adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or or (bii) the Agent Required Lenders, as applicable, shall have received notice from the Majority Lenders acting in good faith reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will does not adequately and fairly reflect the cost to such Lenders (of funding LIBOR Rate Loans that the Borrower has requested be outstanding as conclusively certified by such Lenders) of making or maintaining their affected Loans a Tranche during such Interest Period, the Administrative Agent shall forthwith give telecopy or telephonic telephone notice thereof of such determination, confirmed in writing, to the Borrower Borrower, and the Lenders as soon as practicable thereafterat least two (2) Business Days prior to the first day of such Interest Period. If such notice is given (xa) any affected LIBOR Rate Loans requested to be made on the first day of such Interest Period shall accrue interest at the Base Rate, be made as LMI Rate Loans and (yb) any affected Loans that were to have been converted on the first day of such Interest Period to or continued as LIBOR Rate Loans shall be converted to or continued as Base Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Base LMI Rate Loans. Until any such notice has been withdrawn by the Administrative Agent, no further LIBOR Loans shall be made as, continued as, or continued as suchconverted into, nor shall LIBOR Rate Loans for the Borrower have the right to convert Base RateInterest Periods so affected.

Inability to Determine Interest Rate. In the event that prior to the ------------------------------------ first day Notwithstanding any other provision of any Interest Period: this Agreement, if (a) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or (b) the Agent supervisor for the administrator of LIBOR or a Governmental Authority with jurisdiction has made a statement identifying a specific date after which LIBOR shall have received notice from no longer be used for determining interest rates for loans, or (c) the Majority Required Lenders acting in good faith shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will does not adequately and fairly reflect the cost to such Lenders (of funding LIBOR Rate Loans that the Borrower has requested be outstanding as conclusively certified by such Lenders) of making or maintaining their affected Loans a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telecopy or telephonic telephone notice thereof of such determination, confirmed in writing, to the Borrower Borrower, and the Lenders as soon as practicable thereafter. If such notice is given at least two (x2) any LIBOR Loans requested Business Days prior to be made on the first day of such Interest Period shall accrue interest at the Base Rate, (y) Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be continued as Base Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period. Unless the Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify its request regarding such LIBOR Rate Loans, any Loans that were requested to be made as LIBOR Rate Loans shall be made as Alternate Base Rate Loans and any Loans that were requested to be converted into or continued as LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent, no further LIBOR Loans shall be made as, continued as, or continued as suchconverted into, nor shall LIBOR Rate Loans for the Borrower have the right to convert Base RateInterest Periods so affected.

Inability to Determine Interest Rate. In If on the event that day which is two Business Days prior to the ------------------------------------ first day of any Interest Period: (a) the Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for with respect to any LIBOR Loan to be outstanding during such Interest Period, or, (b) the Agent shall have received notice from the Majority Lenders acting in good faith determined that the LIBOR Adjusted Rate determined or with respect to any LIBOR Loan to be determined for outstanding during such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) the Loan Participants of making or maintaining their affected LIBOR Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the LIBOR Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, Agent shall give telecopy or telephonic notice thereof to the Borrower PanAmSat and the Lenders Loan Participants as soon as practicable thereafter. If such notice is given (x) any affected LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the Base Ratebe made as Prime Rate Loans, (y) any affected Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans Loans, shall be continued as Base Prime Rate Loans and (z) any affected outstanding LIBOR Loans that were to have been continued as such shall be converted, converted on the first day of such Interest Period, Period to Base Prime Rate Loans. Until such time as Agent shall have advised PanAmSat and Loan Participants that the circumstances giving rise to such notice has been withdrawn by the Agentno longer exist, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower PanAmSat have the right to convert Base RatePrime Rate Loans to LIBOR Loans. Each determination by Agent hereunder shall be conclusive and binding absent manifest error.

Inability to Determine Interest Rate. In the event that If prior to the ------------------------------------ first day of any Interest Period: : (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest errorBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Base Rate for such Interest Period, or or (b) the Administrative Agent shall have received notice from the Majority Lenders acting in good faith that the LIBOR Adjusted Base Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or any affiliate of any such Lender from which such Lender customarily obtains funds) (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given given, (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the Base Ratebe made as ABR Loans, (y) any Loans that were to have been converted Converted on the first day of such Interest Period to LIBOR Loans shall be continued Converted to or Continued as Base Rate ABR Loans and (z) any outstanding LIBOR Loans shall be convertedConverted, on the first day of such Interest Period, to Base ABR Loans; PROVIDED, HOWEVER, that in any event any such LIBOR Loan Converted into an ABR Loan shall bear interest at the Prime Rate Loansthen in effect. Until such notice has been withdrawn by the Administrative Agent, no further LIBOR Loans shall be made or continued Continued as such, nor shall the Borrower have the right to convert Base RateConvert Loans to LIBOR Loans.

Inability to Determine Interest Rate. In the event that that, prior to the ------------------------------------ first day of any Interest Period: , (a) the Agent Lender shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or Period or (b) the Agent Lender shall have received notice from the Majority Lenders acting in good faith determined that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders the Lender (as conclusively certified by such LendersLender) of making or maintaining their its affected Loans during such Interest Period, the Agent Lender shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given given, (xi) any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the Base Prime Rate, (yii) Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be continued as Base Prime Rate Loans and (ziii) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Base Prime Rate Loans. Until such notice has been withdrawn by the AgentLender, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base RatePrime Rate Loans to LIBOR Loans.

Inability to Determine Interest Rate. In the event that prior to the ------------------------------------ first day Notwithstanding any other provision of any Interest Period: this Agreement, if (a) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or (b) the Agent supervisor for the administrator of LIBOR or a Governmental Authority with jurisdiction has made a statement identifying a specific date after which LIBOR shall have received notice from no longer be used for determining interest rates for loans, or (bc) the Majority Required Lenders acting in good faith shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will does not adequately and fairly reflect the cost to such Lenders (of funding LIBOR Rate Loans that the Borrowers have requested be outstanding as conclusively certified by such Lenders) of making or maintaining their affected Loans a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telecopy or telephonic telephone notice thereof of such determination, confirmed in writing, to the Borrower Borrowers, and the Lenders as soon as practicable thereafter. If such notice is given at least two (x2) any LIBOR Loans requested Business Days prior to be made on the first day of such Interest Period shall accrue interest at the Base Rate, (y) Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be continued as Base Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period. Unless the Borrowers shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify its request regarding such LIBOR Rate Loans, any Loans that were requested to be made as LIBOR Rate Loans shall be made as Alternate Base Rate Loans and any Loans that were requested to be converted into or continued as LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent, no further LIBOR Loans shall be made as, continued as, or continued as suchconverted into, nor shall LIBOR Rate Loans for the Borrower have the right to convert Base RateInterest Periods so affected.

Inability to Determine Interest Rate. In the event that If prior to the ------------------------------------ first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest errorBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted LIBO Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Required Lenders acting in good faith that the LIBOR Adjusted LIBO Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the Base Ratebe made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be continued as Base Rate ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first last day of such the then-current Interest Period, to Base Rate ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base RateLoans to LIBOR Loans.

Inability to Determine Interest Rate. In the event that If prior to the ------------------------------------ first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest errorBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Required Lenders acting in good faith that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (xi) any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the Base Ratebe made as Prime Rate Loans, (yii) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be continued as Base Prime Rate Loans and (ziii) any outstanding LIBOR Loans shall be converted, on the first last day of such the then current Interest Period, to Base Prime Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base RatePrime Rate Loans to LIBOR Loans.

Inability to Determine Interest Rate. In the event that If prior to the ------------------------------------ first day of any Interest Period: (a) the General Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest errorBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or (b) the General Administrative Agent shall have received notice from the Majority Required Lenders acting in good faith that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the General Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the be made as Base RateRate Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be continued as Base Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the General Administrative Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base RateLoans to LIBOR Loans.

Inability to Determine Interest Rate. In the event that prior to the ------------------------------------ first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest errorBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Lenders acting in good faith Banks that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders Banks (as conclusively certified by such LendersBanks) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telex, telecopy or telephonic notice thereof to the Borrower and the Lenders Banks as soon as practicable thereafter. If such notice is given (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the be made as Alternate Base RateRate Loans, (y) any Revolving Credit Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be converted to or continued as Alternate Base Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Alternate Base Rate Loans. Until such notice has been withdrawn by the Agent, Administrative Agent no further LIBOR Loans shall be made or continued as such, nor shall the Borrower have the right to convert Alternate Base RateRate Loans to LIBOR Loans.

Inability to Determine Interest Rate. In the event that prior to the ------------------------------------ first day Notwithstanding any other provision of any Interest Period: this Credit Agreement, if (a) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or or (b) the Agent Required Lenders shall have received notice from the Majority Lenders acting in good faith reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will does not adequately and fairly reflect the cost to such Lenders (of funding LIBOR Rate Loans that the Borrower has requested be outstanding as conclusively certified by such Lenders) of making or maintaining their affected Loans a LIBOR tranche during such Interest Period, the Administrative Agent shall forthwith give telecopy or telephonic telephone notice thereof of such determination, confirmed in writing, to the Borrower Borrower, and the Lenders as soon as practicable thereafterat least two Business Days prior to the first day of such Interest Period. If such notice is given (xa) any affected LIBOR Rate Loans requested to be made on the first day of such Interest Period shall accrue interest be made, at the sole option of the Borrower, in Dollars as Alternate Base Rate, Rate Loans or such request shall be cancelled and (yb) any affected Term Loans that were to have been converted on the first day of such Interest Period to or continued as LIBOR Rate Loans shall be continued converted to or continued, at the sole option of the Borrower, in Dollars as Alternate Base Rate Loans and (z) any outstanding LIBOR Loans or such request shall be converted, on the first day of such Interest Period, to Base Rate Loanscancelled. Until any such notice has been withdrawn by the Administrative Agent, no further LIBOR Term Loans shall be made as, continued as, or continued converted into, LIBOR Rate Loans for the Interest Periods so affected. The Administrative Agent shall withdraw any notice given pursuant to this Section at such time as such, nor shall the Borrower have condition giving rise to such notice is reasonably determined by the right Administrative Agent to convert Base Rateno longer be applicable.

Inability to Determine Interest Rate. In the event that prior to the ------------------------------------ first day of any Interest Period: (a) the Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or (b) the Agent shall have received notice from the Majority Lenders acting in good faith that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the Base Rate, (y) Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be continued as Base Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base Rate

Inability to Determine Interest Rate. In the event that prior to the ------------------------------------ first day Notwithstanding any other provision of any Interest Period: this Credit Agreement, if (ai) the Agent Lender shall have determined reasonably determine (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or or (bii) the Agent Lender shall have received notice from the Majority Lenders acting in good faith reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will does not adequately and fairly reflect the cost to such Lenders (the Lender of funding LIBOR Rate Loans that the Borrower has requested be outstanding as conclusively certified by such Lenders) of making or maintaining their affected Loans a LIBOR Tranche during such Interest Period, the Agent Lender shall forthwith give telecopy or telephonic telephone notice thereof of such determination, confirmed in writing, to the Borrower and at least two Business Days prior to the Lenders as soon as practicable thereafterfirst day of such Interest Period. If such notice is given (xa) any affected LIBOR Rate Loans requested to be made on the first day of such Interest Period shall accrue interest be made, at the sole option of the Borrower, in Dollars as Alternate Base Rate, Rate Loans and (yb) any affected Loans that were to have been converted on the first day of such Interest Period were to have been converted to or continued as LIBOR Rate Loans shall be continued converted to or continued, at the sole option of the Borrower, in Dollars as Base Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Alternate Base Rate Loans. Until any such notice has been withdrawn by the AgentLender, no further LIBOR Loans shall be made as, continued as, or continued as suchconverted into, nor shall LIBOR Rate Loans for the Borrower have the right to convert Base RateInterest Periods so affected.

Inability to Determine Interest Rate. In the event that If prior to the ------------------------------------ first day ------------------------------------ of any Interest Period: (a) the Agent Any Lender shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest errorBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or (b) the Agent Any Lender shall have received notice from the Majority Lenders acting in good faith determined that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their its affected Loans during such Interest Period, the Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given given, (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the be made as Alternate Base RateRate Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be continued as Alternate Base Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Alternate Base Rate Loans. Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower have the right to convert Alternate Base RateRate Loans to LIBOR Loans.

Inability to Determine Interest Rate. In the event that prior to the ------------------------------------ first day of any Interest Period: (a) As further set forth in Section 8.11 hereof, if the Agent shall have determined determine, or any Lender notifies the Agent in writing that it has determined, in the exercise of its reason­able business judgment (which determination shall be conclusive and binding upon the Borrower absent manifest error) thatCompanies), that by reason of circumstances affecting the relevant interbank LIBOR market, adequate and reasonable means do not exist for ascertaining LIBOR applicable for any Interest Period with respect to (a) a proposed loan that any of the Companies have requested be made as a LIBOR Adjusted Loan, (b) a LIBOR Loan that will result from the requested conversion of a Chase Bank Rate Loan into a LIBOR Loan or (c) the continuation of LIBOR Loans beyond the expira­tion of the then current Interest Period with respect thereto, the Agent or such Lender, as applicable, shall forthwith give written notice of such determination to the Companies at least one (1) day prior to, as the case may be, the requested borrowing date for such LIBOR Loan, the conversion date of such Chase Bank Rate Loan or the last day of such Interest Period, or (b) the Agent shall have received notice from the Majority Lenders acting in good faith that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (xi) any requested LIBOR Loans requested to Loan shall be made on the first day of such Interest Period shall accrue interest at the Base Rateas a Chase Bank Rate Loan, (yii) Loans any Chase Bank Rate Loan that were was to have been converted on the first day of such Interest Period to a LIBOR Loans Loan shall be continued as Base a Chase Bank Rate Loans Loan, and (ziii) any outstanding LIBOR Loans Loan shall be converted, on the first last day of such then current Interest PeriodPeriod with respect thereto, to Base a Chase Bank Rate LoansLoan. Until the Agent or such notice Lender has been withdrawn by the Agentsuch notice, no further LIBOR Loans Loan shall be made or continued as such, nor shall the Borrower Companies have the right to convert Base Ratea Chase Bank Rate Loan to a LIBOR Loan.

Inability to Determine Interest Rate. In the event that prior to the ------------------------------------ first day Notwithstanding any other provision of any Interest Period: this Credit Agreement, if (a) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or or (b) the Agent Required Lenders shall have received notice from the Majority Lenders acting in good faith reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will does not adequately and fairly reflect the cost to such Lenders (of funding LIBOR Rate Loans that the Company has requested be outstanding as conclusively certified by such Lenders) of making or maintaining their affected Loans a LIBOR tranche during such Interest Period, the Administrative Agent shall forthwith give telecopy or telephonic telephone notice thereof of such determination, confirmed in writing, to the Borrower Company, and the Lenders as soon as practicable thereafterat least two Business Days prior to the first day of such Interest Period. If such notice is given (xa) no Foreign Currency Loans may be made, (b) any affected LIBOR Rate Loans requested to be made on the first day of such Interest Period shall accrue interest be made, at the sole option of the Company, in Dollars as Alternate Base Rate, Rate Loans or such request shall be cancelled and (yc) any affected Loans that were to have been converted on the first day of such Interest Period to or continued as LIBOR Rate Loans shall be continued converted to or continued, at the sole option of the Company, in Dollars as Alternate Base Rate Loans and (z) any outstanding LIBOR Loans or such request shall be converted, on the first day of such Interest Period, to Base Rate Loanscancelled. Until any such notice has been withdrawn by the Administrative Agent, no further LIBOR Loans shall be made as, continued as, or continued as suchconverted into, nor shall LIBOR Rate Loans for the Borrower have the right to convert Base RateInterest Periods so affected.

Inability to Determine Interest Rate. In the event that prior to the ------------------------------------ first day of any Interest Period: (a) the Agent Bank shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest errorBorrower) that, that (a) by reason of circumstances affecting the relevant interbank LIBOR market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for any Interest Period with respect to (i) proposed Loans that the Borrower has requested be made as LIBOR Loans, (ii) any LIBOR Loans that will result from the requested conversion of all or part of the FTB Rate Loans into LIBOR Loans or (iii) the continuation of any LIBOR Loan as such for an additional Interest Period, or (b) dollar deposits in the relevant amount and for the relevant period with respect to any such LIBOR Loan are not generally available to the Bank, the Bank shall forthwith give telex or telecopy notice of such determination, confirmed in writing, to the Borrower at least one Working day prior to the requested Borrowing Date, the conversion date or the last day of such Interest Period, or (b) the Agent shall have received notice from the Majority Lenders acting in good faith that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (xi) any requested LIBOR Loans requested to shall be made on the first day of such Interest Period shall accrue interest at the Base Rateas FTB Rate Loans, (yii) any FTB Rate Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be continued as Base FTB Rate Loans Loans, and (ziii) any outstanding LIBOR Loans shall be converted, on the first last day of such the then current Interest PeriodPeriod applicable thereto, to Base into FTB Rate Loans. Until such notice has been withdrawn by the AgentBank, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base Ratemade.

Inability to Determine Interest Rate. In the event that If prior to the ------------------------------------ first day of any Interest Period: (a) the Agent Lender shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest errorBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Eurodollar Rate for such Interest Period, or (b) the Agent Lender shall have received notice from determined (which determination shall be conclusive and binding upon the Majority Lenders acting in good faith Borrower) that the LIBOR Adjusted Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) the Lender of making or maintaining their its affected Loans during such Interest Period, the Agent Lender shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (x) any LIBOR Eurodollar Loans requested to be made on the first day of such Interest Period shall accrue interest at the be made as Base RateRate Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Eurodollar Loans shall be continued as Base Rate Loans and (z) any outstanding LIBOR Eurodollar Loans shall be converted, on the first last day of such the then-current Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the AgentLender, no further LIBOR Eurodollar Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base RateLoans to Eurodollar Loans.

Inability to Determine Interest Rate. In the event that If prior to the ------------------------------------ first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest errorBorrower) that, by reason of circumstances affecting the CREDIT AGREEMENT relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted London Interbank Offered Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Required Lenders acting in good faith that the LIBOR Adjusted London Interbank Offered Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the Base Ratebe made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans Loans, shall be converted to or continued as Base Rate ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Base Rate ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base RateLoans to LIBOR Loans, as the case may be.

Inability to Determine Interest Rate. In the event that prior to the ------------------------------------ first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest errorCompany) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Lenders acting in good faith Banks that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders Banks (as conclusively certified by such LendersBanks) of making or maintaining their affected Loans during such Interest Period, then the Administrative Agent shall give telecopy or telephonic (confirmed in writing) notice thereof to the Borrower Company and the Lenders Banks as soon as practicable thereafter. If such notice is given (xw) any LIBOR all affected Foreign Currency Loans requested to be made on the first day of such Interest Period shall accrue interest be made, at the sole option of the Company, in Dollars as Base RateRate Loans or such request shall be cancelled, (x) all LIBOR Loans denominated in Dollars requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (y) all Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be converted to or continued as Base Rate Loans in Dollars and (z) any outstanding LIBOR all Loans shall be converted, that pursuant to subsection 2.7(b) were to have been continued on the first day of such Interest Period, Period as LIBOR Loans shall be converted to Base Rate LoansLoans in Dollars. Until such notice has been withdrawn by the AgentAdministrative Agent or the Majority Banks, as the case may be, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower Company have the right to convert Base RateLoans to LIBOR Loans.

Inability to Determine Interest Rate. In the event that If prior to the ------------------------------------ first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest errorBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Lenders acting in good faith Required Financing Parties that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders Financing Parties (as conclusively certified by such LendersFinancing Parties) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders relevant Financing Parties as soon as practicable thereafter. If such notice is given (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the be made as Base RateRate Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be continued as Base Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the first last day of such the then-current Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the AgentAdministrative Agent (at the direction or with the consent of such notifying Lenders), no further LIBOR Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base RateLoans to LIBOR Loans.

Inability to Determine Interest Rate. In the event that that, prior to the ------------------------------------ first day of any Interest Period: , (a) the Agent shall have determined (which determination shall be conclusive and binding upon the Borrower Borrowers absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted LIBO Rate for such Interest Period, or Period or (b) the Agent shall have received notice from the Majority Lenders acting in good faith that the LIBOR Adjusted LIBO Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Revolving Loans during such Interest Period, the Agent shall give telecopy or telephonic notice thereof to the Borrower related Borrowers and the Lenders as soon as practicable thereafter. If such notice is given given, (xi) any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the Alternate Base Rate, (yii) Revolving Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be continued as Base Rate ABR Loans and (ziii) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Base Rate ABR Loans. Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base Rateconvert

Inability to Determine Interest Rate. In the event that If prior to the ------------------------------------ first day of any Interest Period: : (a) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower absent manifest errorBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Base Rate for such Interest Period, or or (b) the Administrative Agent shall have received notice from the Majority Lenders acting in good faith that the LIBOR Adjusted Base Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or any affiliate of any such Lender from which such Lender customarily obtains funds) (as conclusively certified by such Lenders) of making or maintaining their affected Term Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given given, (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the Base Ratebe made as ABR Loans, (y) any Term Loans that were to have been converted Converted on the first day of such Interest Period to LIBOR Loans shall be continued Converted to or Continued as Base Rate ABR Loans and (z) any outstanding LIBOR Loans shall be convertedConverted, on the first day of such Interest Period, to Base Rate ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further LIBOR Loans shall be made or continued as suchContinued as, nor shall the Borrower have the right to convert Base RateConvert ABR Loans to,

Inability to Determine Interest Rate. In the event that If prior to the ------------------------------------ first day of any Interest Period: , (a) the Agent Bank shall have determined (which determination shall be conclusive and binding upon the Borrower conclusive, absent manifest error) thatthat (i) the making or maintenance of any LIBOR Loan would violate any applicable law, rule, regulation or directive, whether or not having the force of law, (ii) United States dollar deposits in the principal amount, and for periods equal to the Interest Period for funding any LIBOR Loan are not available in the London Interbank Eurodollar market in the ordinary course of business, or (iii) by reason of circumstances affecting the relevant London Interbank Eurodollar market, adequate and reasonable fair means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Periodto be applicable to the relevant LIBOR Loan, or or (b) the Agent Bank shall have received notice from the Majority Lenders acting in good faith determined that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders the Bank (as conclusively certified by such Lendersthe Bank) of making or maintaining their the affected Loans during such Interest Period, the Agent Bank shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If thereafter and, so long as such notice is given circumstances shall continue, (xA) the Bank shall not be under any obligation to make any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the Base Rate, (y) Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be continued as or convert any Base Rate Loans into LIBOR Loans, and (zB) any outstanding LIBOR Loans shall be converted, on the first last day of the current Interest Period for each LIBOR Loan, such Interest PeriodLoan, unless then repaid in full, shall automatically convert to a Base Rate Loans. Until such Loan, without further demand, presentment, protest or notice has been withdrawn of any kind, all of which are hereby waived by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base RateBorrower.

Inability to Determine Interest Rate. In the event that prior to ------------------------------------ the ------------------------------------ first day of any Interest Period: (a) the Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or (b) the Agent shall have received notice from the Majority Lenders acting in good faith that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the Base Rate, (y) Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be continued as Base Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base RateRate Loans to LIBOR Loans.

Inability to Determine Interest Rate. In the event that If prior to the ------------------------------------ first day of any Interest Period: (a) the Agent Lender shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest errorBorrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or (b) the Agent Lender shall have received notice from determined (which determination shall be conclusive and binding upon the Majority Lenders acting in good faith Borrowers) that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) the Lender of making or maintaining their its affected LIBOR Loans during such Interest Period, the Agent Lender shall give telecopy or telephonic notice thereof to the Borrower and the Lenders Borrowers as soon as practicable thereafter. If such notice is given given, (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the Base Ratebe made as Prime Rate Loans, (y) any Prime Rate Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be converted to or continued as Base Prime Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Base Prime Rate Loans. Until such notice has been withdrawn by the AgentLender, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower Borrowers have the right to convert Base RatePrime Rate Loans to LIBOR Loans.

Inability to Determine Interest Rate. In the event that prior to the ------------------------------------ first day of any Interest Period: (a) the Agent ------------------------------------ or any Lender shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest errorBorrower) that, that by reason of circumstances affecting the relevant London interbank market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted LIBO Rate applicable pursuant to Section 2.3 for such Interest Period, or (b) the Agent shall have received notice from the Majority Lenders acting in good faith that the LIBOR Adjusted Rate determined or to be determined for such any Interest Period with respect to a LIBO Rate Loan that will result from a requested LIBO Rate Loan or that such rate of interest does not adequately and fairly reflect cover the cost to of funding such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest PeriodLoan, the Agent or such Lender shall forthwith give telecopy or telephonic notice thereof of such determination to the Borrower and not later than 1:00 P.M., San Francisco time, on the Lenders requested Borrowing date, the requested conversion date or the last day of an Interest Period of a Loan which was to have been continued as soon as practicable thereaftera LIBO Rate Loan. If such notice is given and has not been withdrawn (xi) any LIBOR Loans requested to LIBO Rate Loan shall be made on the first day of such Interest Period shall accrue interest as a Base Rate Loan, or, at the Base RateBorrower's option, such Loan shall not be made, (yii) Loans any Loan that were was to have been converted on the first day of such Interest Period to LIBOR Loans a LIBO Rate Loan shall be continued as as, or converted into, a Base Rate Loans Loan and (ziii) any outstanding LIBOR Loans LIBO Rate Loan shall be converted, on the first last day of such the then current Interest PeriodPeriod with respect thereto, to a Base Rate LoansLoan. Until such notice has been withdrawn by the Agent, no further LIBOR LIBO Rate Loans shall be made or continued as such, nor shall and the Borrower shall not have the right to convert Base Ratea Loan to a LIBO Rate Loan. The Agent will review the circumstances affecting the London interbank market from time to time and the Agent will withdraw such notice at such time as it shall determine that the circumstances giving rise to said notice no longer exist.

Inability to Determine Interest Rate. In the event that If prior to the ------------------------------------ first day of any Interest Period: (a) the Agent Lender shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest errorBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or (b) the Agent Lender shall have received notice from determined (which determination shall be conclusive and binding upon the Majority Lenders acting in good faith Borrower) that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) the Lender of making or maintaining their its affected LIBOR Loans during such Interest Period, the Agent Lender shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given given, (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the Base Ratebe made as Prime Rate Loans, (y) any Prime Rate Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be converted to or continued as Base Prime Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Base Prime Rate Loans. Until such notice has been withdrawn by the AgentLender, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base RatePrime Rate Loans to LIBOR Loans.

Inability to Determine Interest Rate. In the event that prior to the ------------------------------------ first day Notwithstanding any other provision of any Interest Period: this Credit Agreement, if (ai) the Agent Lender shall have determined reasonably determine (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or or (bii) the Agent Lender shall have received notice from the Majority Lenders acting in good faith reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will does not adequately and fairly reflect the cost to such Lenders (Lender of funding LIBOR Rate Loans that Borrower has requested be outstanding as conclusively certified by such Lenders) of making or maintaining their affected Loans a LIBOR Tranche during such Interest Period, the Agent Lender shall forthwith give telecopy or telephonic telephone notice thereof of such determination, confirmed in writing, to the Borrower and at least two Business Days prior to the Lenders as soon as practicable thereafterfirst day of such Interest Period. If such notice is given (xa) any affected LIBOR Rate Loans requested to be made on the first day of such Interest Period shall accrue interest be made, at the sole option of the Borrower, in Dollars as Alternate Base Rate, Rate Loans and (yb) any affected Loans that were to have been converted on the first day of such Interest Period were to have been converted to or continued as LIBOR Rate Loans shall be continued converted to or continued, at the sole option of the Borrower, in Dollars as Base Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Alternate Base Rate Loans. Until any such notice has been withdrawn by the AgentLender, no further LIBOR Loans shall be made as, continued as, or continued as suchconverted into, nor shall LIBOR Rate Loans for the Borrower have the right to convert Base RateInterest Periods so affected.

Inability to Determine Interest Rate. In the event that that, prior to the ------------------------------------ first day of any Interest Period: , (a) the Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or Period or (b) the Agent shall have received notice from the Majority Required Lenders acting in good faith that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given given, (xi) any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the Base Rate, (yii) Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be continued as Base Rate Loans and (ziii) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base RateRate Loans to LIBOR Loans.

Inability to Determine Interest Rate. In the event that prior to the ------------------------------------ first day of any Interest Period: (a) the Agent or any Lender shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest errorBorrower) that, that by reason of circumstances affecting the relevant London interbank market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted LIBO Rate applicable pursuant to Section 2.3 for such Interest Period, or (b) the Agent shall have received notice from the Majority Lenders acting in good faith that the LIBOR Adjusted Rate determined or to be determined for such any Interest Period with respect to a LIBO Rate Loan that will result from a requested LIBO Rate Loan or that such rate of interest does not adequately and fairly reflect cover the cost to of funding such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest PeriodLoan, the Agent or such Lender shall forthwith give telecopy or telephonic notice thereof of such determination to the Borrower and not later than 1:00 P.M., San Francisco time, on the Lenders requested Borrowing date, the requested conversion date or the last day of an Interest Period of a Loan which was to have been continued as soon as practicable thereaftera LIBO Rate Loan. If such notice is given and has not been withdrawn (xi) any LIBOR Loans requested to LIBO Rate Loan shall be made on the first day of such Interest Period shall accrue interest as a Base Rate Loan, or, at the Base RateBorrower's option, such Loan shall not be made, (yii) Loans any Loan that were was to have been converted on the first day of such Interest Period to LIBOR Loans a LIBO Rate Loan shall be continued as as, or converted into, a Base Rate Loans Loan and (ziii) any outstanding LIBOR Loans LIBO Rate Loan shall be converted, on the first last day of such the then current Interest PeriodPeriod with respect thereto, to a Base Rate LoansLoan. Until such notice has been withdrawn by the Agent, no further LIBOR LIBO Rate Loans shall be made or continued as such, nor shall and the Borrower shall not have the right to convert Base Ratea Loan to a LIBO Rate Loan. The Agent will review the circumstances affecting the London interbank market from time to time and the Agent will withdraw such notice at such time as it shall determine that the circumstances giving rise to said notice no longer exist.

Inability to Determine Interest Rate. In the event that If prior to the ------------------------------------ first day of any Interest Period: : (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted LIBO Rate for such Interest Period, or or (b) the Administrative Agent shall have received notice from the Majority Required Lenders acting in good faith that the LIBOR Adjusted LIBO Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such LendersLenders in good faith) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (w) in the event of a determination described in the preceding sentence with respect to the LIBO Rate component of the Base Rate, the utilization of the LIBOR Rate component in determining the Base Rate shall be suspended, (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the be made as Base RateRate Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be continued as Base Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the first last day of such the then-current Interest Period, to Base Rate Loans, in each case until the Administrative Agent revokes such notice. Until such notice has been withdrawn by the Administrative Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base RateLoans to LIBOR Loans.

Inability to Determine Interest Rate. In the event that If prior to the ------------------------------------ first day of any LIBOR Interest Period: (a) the Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest errorCompany) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such LIBOR Interest Period, or (b) the Agent shall have received notice from the Majority Lenders acting in good faith Required Banks that the LIBOR Adjusted Rate determined or to be determined for such LIBOR Interest Period will not adequately and fairly reflect the cost to such Lenders Banks (as conclusively certified by such LendersBanks) of making or maintaining their affected Loans during such LIBOR Interest Period, the Agent shall give telecopy or telephonic notice thereof to the Borrower Company and the Lenders Banks as soon as practicable thereafter. If such notice is given (x) any LIBOR Loans requested to be made on the first day of such LIBOR Interest Period shall accrue interest at the be made as Alternate Base RateRate Loans, (y) any Loans that were to have been converted on the first day of such LIBOR Interest Period to LIBOR Loans shall be converted to or continued as Alternate Base Rate Loans Loans, and (z) any outstanding LIBOR Loans shall be converted, on the first day of such LIBOR Interest Period, to Alternate Base Rate Loans. Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower Company have the right to convert Base RateLoans to LIBOR Loans.

Inability to Determine Interest Rate. In the event that If prior to the ------------------------------------ first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest errorBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted London Interbank Offered Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Required Lenders acting in good faith that the LIBOR Adjusted London Interbank Offered Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the Base Ratebe made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans Loans, shall be converted to or continued as Base Rate ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Base Rate ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base RateLoans to LIBOR Loans, as the case may be. CREDIT AGREEMENT

Inability to Determine Interest Rate. In the event that that, prior to the ------------------------------------ first day of any Interest Period: , (a) the Agent Lenders shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or Period or (b) the Agent Lenders shall have received notice from the Majority Lenders acting in good faith determined that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such the Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Agent Lenders shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given given, (xi) any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the Base Prime Rate, (yii) Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be continued as Base Prime Rate Loans and (ziii) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Base Prime Rate Loans. Until such notice has been withdrawn by the AgentLenders, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base RatePrime Rate Loans to LIBOR Loans.

Inability to Determine Interest Rate. In the event that prior to the ------------------------------------ first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Lenders acting in good faith that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the be made as Alternate Base RateRate Loans, (y) Loans that were to have been converted on the first day of such Interest Period period to LIBOR Loans shall be continued as Alternate Base Rate Loans Loans, and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Alternate Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower have the right to convert Alternate Base RateRate Loans to LIBOR Loans.

Inability to Determine Interest Rate. In the event that prior to the ------------------------------------ first day of any Interest Period: (a) the Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or (b) the Agent shall have received notice from the Majority Lenders acting in good faith that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the Base Reference Rate, (y) Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be continued as Base Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base RateRate Loans to LIBOR Loans.

Inability to Determine Interest Rate. In the event that prior to the ------------------------------------ first day of any Interest Period: (a) the Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant 50 market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or (b) the Agent shall have received notice from the Majority Lenders acting in good faith that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the Base Rate, (y) Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be continued as Base Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base RateRate Loans to LIBOR Loans.

Inability to Determine Interest Rate. In the event that If prior to the ------------------------------------ first day of any Interest Period: (a) the Agent a Lender shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower absent manifest errorBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or (b) the Agent shall have received notice from the Majority Lenders acting in good faith that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders a Lender (as conclusively reasonably determined and certified by such LendersLender) of making or maintaining their affected Loans during such Interest Period, the Agent such Lender shall give telecopy facsimile or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the Base Ratebe made as Federal Funds Rate Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans in accordance with Section 2.14 shall be continued as Base Federal Funds Rate Loans and (z) any outstanding LIBOR Loans shall be converted, converted on the first last day of such the then current Interest Period, Period to Base Federal Funds Rate LoansLoans in accordance with Section 2.14. Until such Lender provides notice has been withdrawn by to the AgentBorrower pursuant to Section 2.14 that the circumstances which gave rise to the original notice under this Section no longer exist, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base Rate.

Inability to Determine Interest Rate. In the event that prior to the ------------------------------------ first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest errorCompany) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Lenders acting in good faith Banks that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders Banks (as conclusively certified by such LendersBanks) of making or maintaining their affected Loans during such Interest Period, then the Administrative Agent shall give telecopy or telephonic (confirmed in writing) notice thereof to the Borrower Company and the Lenders Banks as soon as practicable thereafter. If such notice is given (xw) any LIBOR all affected Foreign Currency Loans requested to be made on the first day of such Interest Period shall accrue interest be made, at the sole option of the Company, in Dollars as Base Rate Loans or such request shall be cancelled, (x) all LIBOR Loans denominated in Dollars requested to be made on the first day of such Interest Period shall be made as Base Rate Loans or Fixed Rate Bid Loans based upon the Base Rate, (y) all Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be converted to or continued as Base Rate Loans in Dollars and (z) any outstanding LIBOR all Loans shall be converted, that pursuant to subsection 2.7(b) were to have been continued on the first day of such Interest Period, Period as LIBOR Loans shall be converted to Base Rate LoansLoans in Dollars. Until such notice has been withdrawn by the AgentAdministrative Agent or the Majority Banks, as the case may be, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower Company have the right to convert Base RateLoans to LIBOR Loans.

Inability to Determine Interest Rate. In the event that If prior to the ------------------------------------ first day of any Interest Period: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest errorBorrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Majority Required Lenders acting in good faith that the LIBOR Adjusted Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected LIBOR Loans during such Interest Period, Period and the Borrowers shall not have entered into a written agreement providing to the affected Lenders compensation satisfactory to such Lenders for such inadequately and unfairly reflected cost. the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower Company and the Lenders as soon as practicable thereafter. If such notice is given (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the Base Ratebe made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be converted to or continued as Base Rate ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Base Rate ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower Borrowers have the right to convert Base RateLoans to LIBOR Loans.