Common use of Inability to Determine Interest Rate Clause in Contracts

Inability to Determine Interest Rate. Notwithstanding any other provision of this Agreement, if (a) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining the LIBOR Rate for such Interest Period, or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding LIBOR Rate Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Company, and the Lenders at least two (2) Business Days prior to the first day of such Interest Period. If such notice is given (i) 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 be made in Dollars as Alternate Base Rate Loans and (iii) 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 Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicable, no further Loans shall be made as, continued as, or converted into, LIBOR Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer exist.

Inability to Determine Interest Rate. Notwithstanding In the event that prior to the first day of any other provision of this Agreement, if Interest Period: (a) the Administrative Agent shall reasonably determine 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 and adequate means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or or (b) the Required Agent shall have received notice from the Majority Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) acting in good faith that the LIBOR Adjusted Rate does 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 funding LIBOR Rate making or maintaining their affected Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Company, Borrower and the Lenders at least two (2) Business Days prior to the first day of such Interest Periodas soon as practicable thereafter. If such notice is given (ix) 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 be made in Dollars as Alternate Base Rate Loans and accrue interest at the Reference Rate, (iiiy) 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 continued as Reference Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to or continued in Dollars as Alternate Base Reference Rate Loans. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicableAgent, no further LIBOR Loans shall be made asor continued as such, continued as, or converted into, LIBOR nor shall the Borrower have the right to convert Reference Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer existto LIBOR Loans.

Inability to Determine Interest Rate. Notwithstanding In the event that prior to the ------------------------------------ first day of any other provision of this Agreement, if Interest Period: (a) the Administrative Agent shall reasonably determine 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 and adequate means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or or (b) the Required Agent shall have received notice from the Majority Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) acting in good faith that the LIBOR Adjusted Rate does 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 funding LIBOR Rate making or maintaining their affected Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Company, Borrower and the Lenders at least two (2) Business Days prior to the first day of such Interest Periodas soon as practicable thereafter. If such notice is given (ix) 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 be made in Dollars as Alternate accrue interest at the Base Rate Loans and Rate, (iiiy) 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 continued as Base Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to or continued in Dollars as Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicableAgent, no further LIBOR Loans shall be made asor continued as such, continued as, or converted into, LIBOR Rate Loans for nor shall the Interest Periods so affected. Any such notice shall be effective until such time as Borrower have the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer exist.right to convert Base Rate

Inability to Determine Interest Rate. Notwithstanding If prior to the first day of any other provision of this Agreement, if Interest Period: (a) the Administrative Agent shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining the LIBOR London Interbank Offered Rate for such Interest Period, or or (b) the Administrative Agent shall have received notice from the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR London Interbank Offered Rate does 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 funding LIBOR Rate making or maintaining their affected Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Company, Borrower and the Lenders at least two (2) Business Days prior to the first day of such Interest Periodas soon as practicable thereafter. If such notice is given (ix) 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 be made in Dollars as Alternate Base Rate Loans and ABR Loans, (iiiy) any affected Loans that were to have been converted on the first day of such Interest Period to or continued as LIBOR Rate Loans Loans, shall be converted to or continued in Dollars as Alternate Base Rate ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to ABR Loans. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicableAgent, no further LIBOR Loans shall be made asor continued as such, continued asnor shall the Borrower have the right to convert Loans to LIBOR Loans, or converted into, LIBOR Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer existcase may be.

Inability to Determine Interest Rate. Notwithstanding If prior to the first day of any other provision of this Agreement, if Interest Period: (a) the Administrative Agent shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining the LIBOR Rate for such Interest Period, or or (b) the Administrative Agent shall have received notice from the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as certified by such Lenders) of funding LIBOR Rate making or maintaining their affected Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Company, Borrower and the relevant Lenders at least two (2) Business Days prior to the first day of such Interest Periodas soon as practicable thereafter. If such notice is given (ix) 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 be made in Dollars as Alternate Base Rate Loans and Loans, (iiiy) 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 continued as Base Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the last day of the then-current Interest Period, to or continued in Dollars as Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent (at the direction or with the Required consent of such notifying Lenders, as applicable), no further LIBOR Loans shall be made asor continued as such, continued as, or converted into, nor shall the Borrower have the right to convert Loans to LIBOR Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer existLoans.

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

Inability to Determine Interest Rate. Notwithstanding any other provision of this Agreement, if (a) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining the LIBOR Rate for such Interest Period, or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding LIBOR Rate Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Company, and the Lenders at least two (2) Business Days prior to the first day of such Interest Period. If such notice is given (i) 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 Companyapplicable 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 be made in Dollars as Alternate Base Rate Loans and (iii) 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 Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicableAgent, no further Loans shall be made as, continued as, or converted into, LIBOR Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer exist.

Inability to Determine Interest Rate. Notwithstanding If prior to the first day of any other provision of this Agreement, if Interest Period: (a) the Administrative Agent shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining the LIBOR LIBO Rate for such Interest Period, or or (b) the Administrative Agent shall have received notice from the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR LIBO Rate does 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 in good faith) of funding LIBOR Rate making or maintaining their affected Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Company, BA and the Lenders at least two (2) Business Days prior to the first day of such Interest Periodas soon as practicable thereafter. If such notice is given (ix) 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 be made in Dollars as Alternate Base Rate Loans and Loans, (iiiy) 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 continued as Base Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the last day of the then-current Interest Period, to or continued in Dollars as Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicableAgent, no further LIBOR Loans shall be made asor continued as such, continued as, or converted into, nor shall any Borrower have the right to convert Loans to LIBOR Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer existLoans.

Inability to Determine Interest Rate. Notwithstanding If prior to the first day of any other provision of this Agreement, if Interest Period: (a) the Administrative Agent shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining the LIBOR Rate for such Interest Period, or or (b) the Administrative Agent shall have received notice from the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does 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 funding LIBOR Rate making or maintaining their affected Revolving Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Company, Borrower and the Lenders at least two (2) Business Days prior to the first day of such Interest Periodas soon as practicable thereafter. If such notice is given (ix) 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 be made in Dollars as Alternate Base Rate Loans and Loans, (iiiy) any affected Revolving 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 continued as Base Rate Loans and (z) any outstanding LIBOR Rate Loans shall be converted, on the last day of the then-current Interest Period, to or continued in Dollars as Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicableAgent, no further LIBOR Rate Loans shall be made asor continued as such, continued as, or converted into, nor shall the Borrower have the right to convert Revolving Loans to LIBOR Rate Loans, nor shall any LIBOR Rate Swingline Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer existmade.

Inability to Determine Interest Rate. Notwithstanding In the event that prior to the first day of any other provision of this Agreement, if Interest Period: (a) the Administrative Agent shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon the Company) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining the LIBOR Rate for such Interest Period, or or (b) the Required Lenders Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) have received notice from the Majority Banks that the LIBOR Rate does 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 Banks) of funding LIBOR Rate making or maintaining their affected Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, then the Administrative Agent shall forthwith give telephone notice of such determination, telecopy or telephonic (confirmed in writing, ) notice thereof to the Company, Company and the Lenders at least two (2) Business Days prior to the first day of such Interest PeriodBanks as soon as practicable thereafter. If such notice is given (iw) any all affected Foreign Currency 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, (iix) any affected all LIBOR Rate Loans denominated in Dollars requested to be made on the first day of such Interest Period shall be made in Dollars as Alternate Base Rate Loans and or Fixed Rate Bid Loans based upon the Base Rate, (iiiy) any affected all 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 in Dollars and (z) all Loans that pursuant to subsection 2.7(b) were to have been continued on the first day of such Interest Period as Alternate LIBOR Loans shall be converted to Base Rate LoansLoans in Dollars. Until any such notice has been withdrawn by the Administrative Agent or the Required LendersMajority Banks, as applicablethe case may be, no further LIBOR Loans shall be made asor continued as such, continued as, or converted into, nor shall the Company have the right to convert Loans to LIBOR Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer existLoans.

Inability to Determine Interest Rate. Notwithstanding In the event that, prior to the first day of any other provision of this AgreementInterest Period, if (a) the Administrative Agent shall reasonably determine have determined (which determination shall be conclusive and binding upon the Borrowers absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining the LIBOR LIBO Rate for such Interest Period, Period or (b) the Required Agent shall have received notice from the Majority Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) acting in good faith that the LIBOR LIBO Rate does 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 funding LIBOR Rate making or maintaining their affected Revolving Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Company, related Borrowers and the Lenders at least two (2) Business Days prior to the first day of such Interest Periodas soon as practicable thereafter. If such notice is given given, (i) 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 be made in Dollars as accrue interest at the Alternate Base Rate Loans and Rate, (iiiii) any affected Revolving 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 continued as ABR Loans and (iii) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to or continued in Dollars as Alternate Base Rate ABR Loans. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicableAgent, no further LIBOR Loans shall be made asor continued as such, continued as, or converted into, LIBOR Rate Loans for nor shall the Interest Periods so affected. Any such notice shall be effective until such time as Borrower have the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer exist.right to convert

Inability to Determine Interest Rate. Notwithstanding any other provision of this Agreement, if (ai) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding 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 means do not exist for ascertaining the LIBOR Rate for such Interest Period, or (bii) the Required Lenders Lenders, as applicable, shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding LIBOR Rate Loans that the Company Borrower has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the CompanyBorrower, and the Lenders at least two (2) Business Days prior to the first day of such Interest Period. If such notice is given (i) 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, (iia) any affected LIBOR Rate Loans requested to be made on the first day of such Interest Period shall be made in Dollars as Alternate Base LMI Rate Loans and (iiib) 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 Alternate Base LMI Rate Loans. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicableAgent, no further Loans shall be made as, continued as, or converted into, LIBOR Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer exist.

Inability to Determine Interest Rate. Notwithstanding If prior to the first ------------------------------------ day of any other provision of this Agreement, if Interest Period: (a) the Administrative Agent shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining the LIBOR Base Rate for such Interest Period, or (b) the Required Administrative Agent shall have received notice from Majority Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Base Rate does determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or any affiliate of funding LIBOR Rate any such Lender from which such Lender customarily obtains funds) (as conclusively certified by such Lenders) of making or maintaining their affected Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Company, Borrower and the Lenders at least two (2) Business Days prior to the first day of such Interest Periodas soon as practicable thereafter. If such notice is given (ix) 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 be made in Dollars as Alternate Base Rate Loans and ABR Loans, (iiiy) any affected Loans that were to have been converted Converted on the first day of such Interest Period to or continued as LIBOR Rate Loans shall be converted Continued as ABR Loans and (z) any outstanding LIBOR Loans that were to or continued in Dollars have been Continued as Alternate Base Rate such for such Interest Period shall be Converted, on the first day of such Interest Period, to ABR Loans. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicableAgent, no further LIBOR Loans shall be made asor Continued as such, continued as, or converted intonor shall Borrower have the right to Convert Loans to, LIBOR Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer existLoans.

Inability to Determine Interest Rate. Notwithstanding In the event that, prior to the first day of any other provision of this AgreementInterest Period, if (a) the Administrative Agent shall reasonably determine 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 and adequate means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, Period or (b) the Required Agent shall have received notice from the Majority Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) acting that the LIBOR Adjusted Rate does 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 funding LIBOR Rate making or maintaining their affected Revolving Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Company, Borrower and the Lenders at least two (2) Business Days prior to the first day of such Interest Periodas soon as practicable thereafter. If such notice is given given, (i) 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 be made in Dollars as Alternate accrue interest at the Base Rate Loans and Rate, (iiiii) any affected Revolving 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 continued as Base Rate Loans and (iii) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to or continued in Dollars as Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicableAgent, no further LIBOR Loans shall be made asor continued as such, continued as, or converted into, LIBOR nor shall the Borrower have the right to convert Base Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer existto LIBOR Loans.

Inability to Determine Interest Rate. Notwithstanding If prior to the first day of any other provision of this Agreement, if Interest Period: (a) the Administrative Agent shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon the Borrower) that, by reason of circumstances affecting the CREDIT AGREEMENT relevant market, adequate and reasonable and adequate means do not exist for ascertaining the LIBOR London Interbank Offered Rate for such Interest Period, or or (b) the Administrative Agent shall have received notice from the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR London Interbank Offered Rate does 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 funding LIBOR Rate making or maintaining their affected Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Company, Borrower and the Lenders at least two (2) Business Days prior to the first day of such Interest Periodas soon as practicable thereafter. If such notice is given (ix) 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 be made in Dollars as Alternate Base Rate Loans and ABR Loans, (iiiy) any affected Loans that were to have been converted on the first day of such Interest Period to or continued as LIBOR Rate Loans Loans, shall be converted to or continued in Dollars as Alternate Base Rate ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to ABR Loans. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicableAgent, no further LIBOR Loans shall be made asor continued as such, continued asnor shall the Borrower have the right to convert Loans to LIBOR Loans, or converted into, LIBOR Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer existcase may be.

Inability to Determine Interest Rate. Notwithstanding In the event that prior to the first day of any other provision of this Agreement, if Interest Period: (a) the Administrative Agent shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon the Company) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining the LIBOR Rate for such Interest Period, or or (b) the Required Lenders Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) have received notice from the Majority Banks that the LIBOR Rate does 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 Banks) of funding LIBOR Rate making or maintaining their affected Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, then the Administrative Agent shall forthwith give telephone notice of such determination, telecopy or telephonic (confirmed in writing, ) notice thereof to the Company, Company and the Lenders at least two (2) Business Days prior to the first day of such Interest PeriodBanks as soon as practicable thereafter. If such notice is given (iw) any all affected Foreign Currency 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, (iix) any affected all LIBOR Rate Loans denominated in Dollars requested to be made on the first day of such Interest Period shall be made in Dollars as Alternate Base Rate Loans and Loans, (iiiy) any affected all 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 in Dollars and (z) all Loans that pursuant to subsection 2.7(b) were to have been continued on the first day of such Interest Period as Alternate LIBOR Loans shall be converted to Base Rate LoansLoans in Dollars. Until any such notice has been withdrawn by the Administrative Agent or the Required LendersMajority Banks, as applicablethe case may be, no further LIBOR Loans shall be made asor continued as such, continued as, or converted into, nor shall the Company have the right to convert Loans to LIBOR Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer existLoans.

Inability to Determine Interest Rate. Notwithstanding any other provision of this Credit Agreement, if (ai) the Administrative Agent Lender shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining the LIBOR Rate for such Interest Period, or (bii) the Required Lenders Lender shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders Lender of funding LIBOR Rate Loans that the Company Borrower has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent Lender shall forthwith give telephone notice of such determination, confirmed in writing, to the Company, and the Lenders Borrower at least two (2) Business Days prior to the first day of such Interest Period. If such notice is given (ia) any affected LIBOR Rate 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 CompanyBorrower, 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 be made in Dollars as Alternate Base Rate Loans and (iiib) 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 converted to or continued continued, at the sole option of the Borrower, in Dollars as Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicableLender, no further Loans shall be made as, continued as, or converted into, LIBOR Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer exist.

Inability to Determine Interest Rate. Notwithstanding If prior to the first day of any other provision of this AgreementInterest Period, if (a) the Administrative Agent shall reasonably determine have determined in good faith (which determination shall be conclusive and binding absent manifest errorupon Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining the LIBOR Rate for such Interest Period, or (b) the Agent has received notice from the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of funding making or maintaining their LIBOR Rate Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, or (c) dollar deposits in the Administrative principal amounts of the LIBOR Rate Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Company, Borrower and the Lenders at least two (2) Business Days prior as soon as practicable thereafter, and will also give prompt written notice to the first day of Borrower when such Interest Periodconditions no longer exist. If such notice is given (i) 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 be made in Dollars as Alternate Base Prime Rate Loans and Loans, (iiiii) 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 Alternate Base Prime Rate Loans and (iii) each outstanding LIBOR Rate Loan shall be converted, on the last day of the then-current Interest Period thereof, to Prime Rate Loans. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicableAgent, no further LIBOR Rate Loans shall be made asor continued as such, continued as, or converted into, nor shall Borrower have the right to convert Prime Rate Loans to LIBOR Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer existLoans.

Inability to Determine Interest Rate. Notwithstanding If prior to the first day of any other provision of this Agreement, if Interest Period: (a) the Administrative Agent Lender shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining the LIBOR Rate for such Interest Period, or or (b) the Required Lenders Lender shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon the Borrowers) that the LIBOR Rate does determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders the Lender of funding making or maintaining its affected LIBOR Rate Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent Lender shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Company, and the Lenders at least two (2) Business Days prior to the first day of such Interest PeriodBorrowers as soon as practicable thereafter. If such notice is given given, (ix) 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 be made in Dollars as Alternate Base Prime Rate Loans and Loans, (iiiy) any affected Prime Rate 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 Alternate Base Prime Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Prime Rate Loans. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicableLender, no further LIBOR Loans shall be made asor continued as such, continued as, or converted into, LIBOR nor shall the Borrowers have the right to convert Prime Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer existto LIBOR Loans.

Inability to Determine Interest Rate. Notwithstanding In the event that the Agent or any other provision of this Agreement, if (a) the Administrative Agent Lender shall reasonably determine have determined (which determination shall be conclusive and binding absent upon the Borrower in the absence of manifest error) that, that by reason of circumstances affecting the relevant marketLondon interbank market generally, adequate and reasonable and adequate means do not exist for ascertaining the LIBOR LIBO Rate applicable pursuant to Section 2.5 for any Interest Period with respect to a LIBO Rate Loan that will result from a requested LIBO Rate Loan or that such Interest Period, or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate rate of interest does not adequately and fairly reflect cover the cost to such Lenders of funding LIBOR Rate Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest PeriodLoan, the Administrative Agent or such Lender shall forthwith give telephone notice of such determination, confirmed in writing, determination to the CompanyBorrower not later than 1:00 P.M., and San Francisco time, on the Lenders at least two (2) Business Days prior to requested Borrowing date, the first requested conversion date or the last day of such an Interest PeriodPeriod of a Loan which was to have been continued as a LIBO Rate Loan. If such notice is given and has not been withdrawn (i) any affected Loans denominated in Foreign Currencies requested to LIBO Rate Loan shall be made on the first day of such Interest Period shall be madeas a Prime Rate Loan, or, at the sole option of the CompanyBorrower's option, in Dollars as Alternate Base Rate Loans or such request Loan shall not be cancelledmade, (ii) any affected LIBOR Loan that was to have been converted to a LIBO Rate Loans requested to be made on the first day of such Interest Period Loan shall be made in Dollars as Alternate Base continued as, or converted into, a Prime Rate Loans Loan and (iii) any affected Loans that were to have been converted outstanding LIBO Rate Loan shall be converted, on the first last day of such the then current Interest Period with respect thereto, to or continued as LIBOR a Prime Rate Loans shall be converted to or continued in Dollars as Alternate Base Rate LoansLoan. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicableAgent, no further LIBO Rate Loans shall be made as, continued as, or converted into, LIBOR and the Borrower shall not have the right to convert a Loan to a LIBO Rate Loans for Loan. The Agent will review the Interest Periods so affected. Any circumstances affecting the London interbank market from time to time and the Agent will withdraw such notice shall be effective until at such time as it shall determine in the Administrative Agent or the Required Lenders, as applicable, reasonably determine exercise of its reasonable judgment that the conditions described above circumstances giving rise to said notice no longer exist.

Inability to Determine Interest Rate. Notwithstanding If prior to the first day of any other provision of this AgreementInterest Period, if (a) the Administrative Agent Bank shall reasonably determine have determined (which determination shall be conclusive and binding 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, reasonable adequate and adequate fair means do not exist for ascertaining the LIBOR Rate for such Interest Periodto be applicable to the relevant LIBOR Loan, or (b) the Required Lenders Bank shall reasonably determine (which determination shall be conclusive and binding absent manifest error) have determined that the LIBOR Rate does 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 the Bank) of funding LIBOR Rate making or maintaining the affected Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent Bank shall forthwith give telephone telecopy or telephonic notice of thereof to Borrower as soon as practicable thereafter and, so long as such determinationcircumstances shall continue, confirmed in writing, (A) the Bank shall not be under any obligation to the Company, and the Lenders at least two (2) Business Days prior to the first day of such Interest Period. If such notice is given (i) make any affected LIBOR 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 or convert any Base Rate Loans or such request shall be cancelledinto LIBOR Loans, and (iiB) any affected LIBOR Rate Loans requested to be made on the first last day of such the current Interest Period for each LIBOR Loan, such Loan, unless then repaid in full, shall be made in Dollars as Alternate automatically convert to a Base Rate Loans and (iii) Loan, without further demand, presentment, protest or notice of any affected Loans that were to have been converted on the first day kind, all of such Interest Period to or continued as LIBOR Rate Loans shall be converted to or continued in Dollars as Alternate Base Rate Loans. Until any such notice has been withdrawn which are hereby waived by the Administrative Agent or the Required Lenders, as applicable, no further Loans shall be made as, continued as, or converted into, LIBOR Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer existBorrower.

Inability to Determine Interest Rate. Notwithstanding If prior to the first day of any other provision of this Agreement, if Interest Period: (a) the Administrative Agent shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining the LIBOR Base Rate for such Interest Period, or (b) the Required Administrative Agent shall have received notice from Majority Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Base Rate does determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or any affiliate of funding LIBOR Rate any such Lender from which such Lender customarily obtains funds) (as conclusively certified by such Lenders) of making or maintaining their affected Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Company, Borrower and the Lenders at least two (2) Business Days prior to the first day of such Interest Periodas soon as practicable thereafter. If such notice is given (ix) 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 be made in Dollars as Alternate Base Rate Loans and ABR Loans, (iiiy) any affected Loans that were to have been converted Converted on the first day of such Interest Period to or continued as LIBOR Rate Loans shall be converted Continued as ABR Loans and (z) any outstanding LIBOR Loans that were to or continued in Dollars have been Continued as Alternate Base Rate such for such Interest Period shall be Converted, on the first day of such Interest Period, to ABR Loans. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicableAgent, no further LIBOR Loans shall be made asor Continued as such, continued as, or converted intonor shall Borrower have the right to Convert Loans to, LIBOR Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer existLoans.

Inability to Determine Interest Rate. Notwithstanding If prior to the first day of any other provision of this Agreement, if Interest Period: (a) the Administrative Agent shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining the LIBOR London Interbank Offered Rate for such Interest Period, or or (b) the Administrative Agent shall have received notice from the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR London Interbank Offered Rate does 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 funding LIBOR Rate making or maintaining their affected Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Company, Borrower and the Lenders at least two (2) Business Days prior to the first day of such Interest Periodas soon as practicable thereafter. If such notice is given (ix) 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 be made in Dollars as Alternate Base Rate Loans and ABR Loans, (iiiy) any affected Loans that were to have been converted on the first day of such Interest Period to or continued as LIBOR Rate Loans Loans, shall be converted to or continued in Dollars as Alternate Base Rate ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to ABR Loans. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicableAgent, no further LIBOR Loans shall be made asor continued as such, continued asnor shall the Borrower have the right to convert Loans to LIBOR Loans, or converted into, LIBOR Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer exist.case may be. CREDIT AGREEMENT

Inability to Determine Interest Rate. Notwithstanding If prior to the first day of any other provision of this Agreement, if Interest Period: (a) the Administrative Agent shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining the LIBOR Rate for such Interest Period, or or (b) the Administrative Agent shall have received notice from the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does 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 funding LIBOR Rate making or maintaining their affected Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Company, Borrower and the relevant Lenders at least two (2) Business Days prior to the first day of such Interest Periodas soon as practicable thereafter. If such notice is given (i) 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 be made in Dollars as Alternate Base Prime Rate Loans and Loans, (iiiii) 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 continued as Prime Rate Loans and (iii) any outstanding LIBOR Loans shall be converted, on the last day of the then current Interest Period, to or continued in Dollars as Alternate Base Prime Rate Loans. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicableAgent, no further LIBOR Loans shall be made asor continued as such, continued as, or converted into, LIBOR nor shall Borrower have the right to convert Prime Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer existto LIBOR Loans.

Inability to Determine Interest Rate. Notwithstanding any other provision of this Credit Agreement, if (a) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining the LIBOR Rate for such Interest Period, or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding LIBOR Rate Loans that the Company has requested be outstanding as a LIBOR Tranche tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Company, and the Lenders at least two (2) Business Days prior to the first day of such Interest Period. If such notice is given (ia) no Foreign Currency Loans may be made, (b) any affected LIBOR Rate 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 be made in Dollars as Alternate Base Rate Loans cancelled and (iiic) 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 continued, at the sole option of the Company, in Dollars as Alternate Base Rate LoansLoans or such request shall be cancelled. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicableAgent, no further Loans shall be made as, continued as, or converted into, LIBOR Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer exist.

Inability to Determine Interest Rate. Notwithstanding If prior to the first day of any other provision of this Agreement, if Interest Period: (a) the Administrative Agent shall have reasonably determine determined (which determination shall be conclusive and binding absent manifest errorupon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining the LIBOR Rate for such Interest Period, or or (b) the Administrative Agent shall have received notice from the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does 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 funding LIBOR Rate making or maintaining their affected Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone written notice of such determination, confirmed in writing, thereof to the Company, Borrower and the relevant Lenders as soon as practicable thereafter but at least two five (25) 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”, (ix) 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 be made in Dollars as Alternate Base Rate Loans and (iii) 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 converted continued as ABR Loans and (y) any outstanding LIBOR Rate Loans shall be converted, on the last day of the then-current Interest Period, to or continued in Dollars as Alternate Base Rate ABR Loans. Until any such notice has been withdrawn by the Administrative Agent (which notice the Administrative Agent agrees to withdraw promptly upon a determination that the condition or the Required Lenders, as applicablesituation which gave rise to such notice no longer exists), no further LIBOR Rate Loans shall be made asor continued as such, continued as, or converted into, nor shall the Borrower have the right to convert Loans to LIBOR Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer existLoans.

Inability to Determine Interest Rate. Notwithstanding any other provision of this AgreementAs further set forth in Section 8.11 hereof, if (a) the Administrative Agent shall reasonably determine 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 absent manifest error) thatupon the Companies), that by reason of circumstances affecting the relevant interbank LIBOR market, adequate and reasonable and adequate 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 Rate for such Interest PeriodLoan, or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding LIBOR Rate Loans that the Company has requested be outstanding as a LIBOR Tranche during such 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 PeriodPeriod with respect thereto, the Administrative Agent or such Lender, as applicable, shall forthwith give telephone written notice of such determination, confirmed in writing, determination to the Company, and the Lenders Companies at least two one (21) Business Days day prior to to, as the first 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. If such notice is given (i) any affected Loans denominated in Foreign Currencies requested to LIBOR Loan shall 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 a Chase Bank Rate Loans or such request shall be cancelledLoan, (ii) any affected Chase Bank Rate Loan that was to have been converted to a LIBOR Rate Loans requested to be made on the first day of such Interest Period Loan shall be made in Dollars continued as Alternate Base a Chase Bank Rate Loans Loan, and (iii) any affected Loans that were to have been converted outstanding LIBOR Loan shall be converted, on the first last day of such then current Interest Period with respect thereto, to or continued as LIBOR a Chase Bank Rate Loans shall be converted to or continued in Dollars as Alternate Base Rate LoansLoan. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicablesuch Lender has withdrawn such notice, no further Loans LIBOR Loan shall be made as, continued as, or converted into, nor shall the Companies have the right to convert a Chase Bank Rate Loan to a LIBOR Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer existLoan.

Inability to Determine Interest Rate. Notwithstanding any other provision of this Agreement, if (a) In the event that the Administrative Agent shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon the Co-Borrowers) that, by reason of circumstances affecting the relevant London interbank market, adequate and reasonable and adequate 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 Loan, (b) a LIBOR Loan that will result from the requested conversion of a Prime Rate for such Interest PeriodLoan into a LIBOR Loan, or (bc) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders continuation of funding LIBOR Rate Loans that the Company has requested be outstanding as a LIBOR Tranche during such Loan beyond the expiration of the then current Interest PeriodPeriod with respect thereto, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Company, Co-Borrowers and the Lenders at least two (2) one Business Days Day prior to to, as the first 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. If such notice is given (ia) any affected Loans denominated in Foreign Currencies requested LIBOR Loan that was to be have been 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 be made in Dollars as Alternate Base a Prime Rate Loans and Loan, (iiib) any affected Loans Prime Rate Loan that were was to have been converted to a LIBOR Loan shall be continued as a Prime Rate Loan and (c) any outstanding LIBOR Loan shall be converted, on the first last day of such the then current Interest Period with respect thereto, to or continued as LIBOR a Prime Rate Loans shall be converted to or continued in Dollars as Alternate Base Rate LoansLoan. Until any such notice has been withdrawn by the Administrative Agent or the Required LendersAgent, as applicable, no further Loans which notice of withdrawal shall be made as, continued as, or converted into, LIBOR Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as given promptly after the Administrative Agent or the Required Lenders, as applicable, reasonably determine determines that the such conditions described above no longer exist, the Co-Borrowers shall not have the right to request a LIBOR Loan or to convert a Prime Rate Loan to a LIBOR Loan.

Inability to Determine Interest Rate. Notwithstanding If prior to the first day of any other provision of this Agreement, if Interest Period: (a) the Administrative Agent shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining the LIBOR LIBO Rate for such Interest Period, or or (b) the Administrative Agent shall have received notice from the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR LIBO Rate does 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 funding LIBOR Rate making or maintaining their affected Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Company, Borrower and the Lenders at least two (2) Business Days prior to the first day of such Interest Periodas soon as practicable thereafter. If such notice is given (ix) 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 be made in Dollars as Alternate Base Rate Loans and ABR Loans, (iiiy) 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 continued as ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the last day of the then-current Interest Period, to or continued in Dollars as Alternate Base Rate ABR Loans. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicableAgent, no further LIBOR Loans shall be made asor continued as such, continued as, or converted into, nor shall the Borrower have the right to convert Loans to LIBOR Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer existLoans.

Inability to Determine Interest Rate. Notwithstanding If prior to the first day of any other provision of this Agreement, if Interest Period: (a) the Administrative Agent shall have reasonably determine determined (which determination shall be conclusive and binding absent manifest errorupon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining the LIBOR Rate for such Interest Period, or or (b) the Administrative Agent shall have received notice from the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does 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 funding LIBOR Rate making or maintaining their affected Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone written notice of such determination, confirmed in writing, thereof to the Company, Borrower and the relevant Lenders as soon as practicable thereafter but at least two (2) Business Days prior to the first day of such Interest Period. If such notice is given (ix) 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 be made in Dollars as Alternate Base Rate Loans and (iii) 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 converted continued as ABR Loans and (y) any outstanding LIBOR Rate Loans shall be converted, on the last day of the then-current Interest Period, to or continued in Dollars as Alternate Base Rate ABR Loans. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicable, no further Loans shall be made as, continued as, or converted into, LIBOR Rate Loans for the Interest Periods so affected. Any such (which notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer exist.agrees to withdraw promptly upon

Inability to Determine Interest Rate. Notwithstanding In the event that, prior to the first day of any other provision of this AgreementInterest Period, if (a) the Administrative Agent Lenders shall reasonably determine 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 and adequate means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, Period or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) have determined that the LIBOR Adjusted Rate does for such Interest Period will not adequately and fairly reflect the cost to the Lenders (as conclusively certified by such Lenders Lenders) of funding LIBOR Rate making or maintaining their affected Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent Lenders shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Company, and the Lenders at least two (2) Business Days prior to the first day of such Interest PeriodBorrower as soon as practicable thereafter. If such notice is given given, (i) 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 be made in Dollars as Alternate Base Rate Loans and accrue interest at the Prime Rate, (iiiii) 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 continued as Prime Rate Loans and (iii) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to or continued in Dollars as Alternate Base Prime Rate Loans. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicable, no further LIBOR Loans shall be made asor continued as such, continued as, or converted into, LIBOR nor shall the Borrower have the right to convert Prime Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer existto LIBOR Loans.

Inability to Determine Interest Rate. Notwithstanding If prior to the first day of any other provision of this Agreement, if Interest Period: (a) the Administrative Agent shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining the LIBOR Rate for such Interest Period, or or (b) the Administrative Agent shall have received notice from the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) Financing Parties that the LIBOR Rate does 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 Financing Parties) of funding LIBOR Rate making or maintaining their affected Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Company, Borrower and the Lenders at least two (2) Business Days prior to the first day of such Interest Periodrelevant Financing Parties as soon as practicable thereafter. If such notice is given (ix) 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 be made in Dollars as Alternate Base Rate Loans and Loans, (iiiy) 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 continued as Base Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the last day of the then-current Interest Period, to or continued in Dollars as Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent (at the direction or with the Required consent of such notifying Lenders, as applicable), no further LIBOR Loans shall be made asor continued as such, continued as, or converted into, nor shall the Borrower have the right to convert Loans to LIBOR Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer existLoans.

Inability to Determine Interest Rate. Notwithstanding If prior to the first day of any other provision of this Agreement, if Interest Period: (a) the Administrative Agent shall have reasonably determine determined (which determination shall be conclusive and binding absent manifest errorupon Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining the LIBOR Base Rate for such Interest Period, or (b) Administrative Agent shall have received notice from the Required Majority Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Base Rate does determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or any affiliate of funding LIBOR Rate any such Lender from which such Lender customarily obtains funds) (as conclusively certified by such Lenders) of making or maintaining their affected Term Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Company, Borrower and the Lenders at least two (2) Business Days prior to the first day of such Interest Periodas soon as practicable thereafter. If such notice is given given, (ix) 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 be made in Dollars as Alternate Base Rate Loans and ABR Loans, (iiiy) any affected Term Loans that were to have been converted Converted on the first day of such Interest Period to or continued as LIBOR Rate Loans shall be converted Converted to or continued in Dollars Continued as Alternate Base Rate ABR Loans and (z) any outstanding LIBOR Loans shall be Converted, on the first day of such Interest Period, to ABR Loans. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicableAgent, no further LIBOR Loans shall be made or Continued as, continued as, or converted into, LIBOR Rate nor shall Borrower have the right to Convert ABR Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer exist.to,

Inability to Determine Interest Rate. Notwithstanding any other provision of this AgreementAs further set forth in paragraph 8.11 above, if (a) in the Administrative event that the Agent shall reasonably determine 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 absent manifest error) thatupon the Companies), that by reason of circumstances affecting the relevant interbank LIBOR market, adequate and reasonable and adequate 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 Rate for such Interest PeriodLoan, or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding LIBOR Rate Loans that the Company has requested be outstanding as a LIBOR Tranche during such 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 PeriodPeriod with respect thereto, the Administrative Agent or such Lender, as applicable, shall forthwith give telephone written notice of such determination, confirmed in writing, determination to the Company, and the Lenders Companies at least two one (21) Business Days day prior to to, as the first 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. If such notice is given (i) any affected Loans denominated in Foreign Currencies requested to LIBOR Loan shall 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 a Chase Bank Rate Loans or such request shall be cancelledLoan, (ii) any affected Chase Bank Rate Loan that was to have been converted to a LIBOR Rate Loans requested to be made on the first day of such Interest Period Loan shall be made in Dollars continued as Alternate Base a Chase Bank Rate Loans Loan, and (iii) any affected Loans that were to have been converted outstanding LIBOR Loan shall be converted, on the first last day of such then current Interest Period with respect thereto, to or continued as LIBOR a Chase Bank Rate Loans shall be converted to or continued in Dollars as Alternate Base Rate LoansLoan. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicablesuch Lender has withdrawn such notice, no further Loans LIBOR Loan shall be made as, continued as, or converted into, nor shall the Companies have the right to convert a Chase Bank Rate Loan to a LIBOR Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer existLoan.

Inability to Determine Interest Rate. Notwithstanding In the event that prior to the first day of any other provision of this Agreement, if Interest Period: (a) the Administrative Agent shall reasonably determine 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 and adequate means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or or (b) the Required Agent shall have received notice from the Majority Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) acting in good faith that the LIBOR Adjusted Rate does 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 funding LIBOR Rate making or maintaining their affected Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Company, Borrower and the Lenders at least two (2) Business Days prior to the first day of such Interest Periodas soon as practicable thereafter. If such notice is given (ix) 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 be made in Dollars as Alternate accrue interest at the Base Rate Loans and Rate, (iiiy) 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 continued as Base Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to or continued in Dollars as Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicableAgent, no further LIBOR Loans shall be made asor continued as such, continued as, or converted into, LIBOR Rate Loans for nor shall the Interest Periods so affected. Any such notice shall be effective until such time as Borrower have the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer exist.right to convert Base Rate

Inability to Determine Interest Rate. Notwithstanding If prior to the first day of any other provision of this Agreement, if Interest Period: (a) the Administrative Agent shall reasonably determine have determined (which determination shall be conclusive and binding upon Borrower, absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining the LIBOR Rate for such Interest Period, or or (b) the Administrative Agent shall have received notice from the Required Lenders shall reasonably determine (which determination shall that LIBOR determined or to be conclusive and binding absent manifest error) that the LIBOR Rate does determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders, absent manifest error) of funding LIBOR Rate making or maintaining their affected Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, then the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Company, Borrower and the Lenders at least two (2) Business Days prior to the first day of such Interest Periodas soon as practicable thereafter. If such notice is given so given, then until the Administrative Agent notifies Borrower and the Lenders that the circumstances giving rise to such notice no longer exist (which notice shall be delivered when such circumstances no longer exist), (i) 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 be made in Dollars as Alternate Base Rate Loans and Loans, (iiiii) any affected Loans that were to have been converted continued on the first day of such Interest Period to or Period, shall be continued as Base Rate Loans, and (iii) any outstanding LIBOR Rate Loans shall be converted converted, on the first day of such Interest Period, to or continued in Dollars as Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicable, no further Loans shall be made as, continued as, or converted into, LIBOR Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer exist.

Inability to Determine Interest Rate. Notwithstanding In the event that the Agent or any other provision of this Agreement, if (a) the Administrative Agent Lender shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon the Borrower) that, that by reason of circumstances affecting the relevant London interbank market, adequate and reasonable and adequate means do not exist for ascertaining the LIBOR LIBO Rate applicable pursuant to Section 2.3 for any Interest Period with respect to a LIBO Rate Loan that will result from a requested LIBO Rate Loan or that such Interest Period, or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate rate of interest does not adequately and fairly reflect cover the cost to such Lenders of funding LIBOR Rate Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest PeriodLoan, the Administrative Agent or such Lender shall forthwith give telephone notice of such determination, confirmed in writing, determination to the CompanyBorrower not later than 1:00 P.M., and San Francisco time, on the Lenders at least two (2) Business Days prior to requested Borrowing date, the first requested conversion date or the last day of such an Interest PeriodPeriod of a Loan which was to have been continued as a LIBO Rate Loan. If such notice is given and has not been withdrawn (i) any affected Loans denominated in Foreign Currencies requested to LIBO Rate Loan shall be made on the first day of such Interest Period shall be madeas a Base Rate Loan, or, at the sole option of the CompanyBorrower's option, in Dollars as Alternate Base Rate Loans or such request Loan shall not be cancelledmade, (ii) any affected LIBOR Loan that was to have been converted to a LIBO Rate Loans requested to be made on the first day of such Interest Period Loan shall be made in Dollars as Alternate continued as, or converted into, a Base Rate Loans Loan and (iii) any affected Loans that were to have been converted outstanding LIBO Rate Loan shall be converted, on the first last day of such the then current Interest Period with respect thereto, to or continued as LIBOR Rate Loans shall be converted to or continued in Dollars as Alternate a Base Rate LoansLoan. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicableAgent, no further LIBO Rate Loans shall be made as, continued as, or converted into, LIBOR and the Borrower shall not have the right to convert a Loan to a LIBO Rate Loans for Loan. The Agent will review the Interest Periods so affected. Any circumstances affecting the London interbank market from time to time and the Agent will withdraw such notice shall be effective until at such time as the Administrative Agent or the Required Lenders, as applicable, reasonably it shall determine that the conditions described above circumstances giving rise to said notice no longer exist.

Inability to Determine Interest Rate. Notwithstanding If prior to the first day of any other provision of this Agreement, if Interest Period: (a) the Administrative Agent a Lender shall have reasonably determine determined (which determination shall be conclusive and binding absent manifest errorupon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining the LIBOR Rate for such Interest Period, or or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to a Lender (as reasonably determined and certified by such Lenders Lender) of funding LIBOR Rate making or maintaining their affected Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent such Lender shall forthwith give telephone facsimile or telephonic notice of such determination, confirmed in writing, thereof to the Company, and the Lenders at least two (2) Business Days prior to the first day of such Interest PeriodBorrower as soon as practicable thereafter. If such notice is given (ix) 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 be made in Dollars as Alternate Base Federal Funds Rate Loans and Loans, (iiiy) any affected Loans that were to have been converted on the first day of such Interest Period to or LIBOR Loans in accordance with Section 2.14 shall be continued as Federal Funds Rate Loans and (z) any outstanding LIBOR Rate Loans shall be converted on the last day of the then current Interest Period to or continued Federal Funds Rate Loans in Dollars as Alternate Base Rate Loansaccordance with Section 2.14. Until any such Lender provides notice has been withdrawn by to the Administrative Agent or Borrower pursuant to Section 2.14 that the Required Lenders, as applicablecircumstances which gave rise to the original notice under this Section no longer exist, no further LIBOR Loans shall be made as, or continued as, or converted into, LIBOR Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer existsuch.

Inability to Determine Interest Rate. Notwithstanding In the event that, prior to the first day of any other provision of this AgreementInterest Period, if (a) the Administrative Agent Lender shall reasonably determine 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 and adequate means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, Period or (b) the Required Lenders Lender shall reasonably determine (which determination shall be conclusive and binding absent manifest error) have determined that the LIBOR Adjusted Rate does for such Interest Period will not adequately and fairly reflect the cost to the Lender (as conclusively certified by such Lenders Lender) of funding LIBOR Rate making or maintaining its affected Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent Lender shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Company, and the Lenders at least two (2) Business Days prior to the first day of such Interest PeriodBorrower as soon as practicable thereafter. If such notice is given given, (i) 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 be made in Dollars as Alternate Base Rate Loans and accrue interest at the Prime Rate, (iiiii) 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 continued as Prime Rate Loans and (iii) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to or continued in Dollars as Alternate Base Prime Rate Loans. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicableLender, no further LIBOR Loans shall be made asor continued as such, continued as, or converted into, LIBOR nor shall the Borrower have the right to convert Prime Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer existto LIBOR Loans.

Inability to Determine Interest Rate. Notwithstanding In the event that, prior to the first day of any other provision of this AgreementInterest Period, if (a) the Administrative Agent shall reasonably determine 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 and adequate means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, Period or (b) the Agent shall have received notice from the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) acting that the LIBOR Adjusted Rate does 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 funding LIBOR Rate making or maintaining their affected Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Company, Borrower and the Lenders at least two (2) Business Days prior to the first day of such Interest Periodas soon as practicable thereafter. If such notice is given given, (i) 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 be made in Dollars as Alternate accrue interest at the Base Rate Loans and Rate, (iiiii) 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 continued as Base Rate Loans and (iii) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to or continued in Dollars as Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicableAgent, no further LIBOR Loans shall be made asor continued as such, continued as, or converted into, LIBOR nor shall the Borrower have the right to convert Base Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer existto LIBOR Loans.

Inability to Determine Interest Rate. Notwithstanding If prior to the first day ------------------------------------ of any other provision of this Agreement, if Interest Period: (a) the Administrative Agent Any Lender shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining the LIBOR Rate for such Interest Period, or or (b) the Required Lenders Any Lender shall reasonably determine (which determination shall be conclusive and binding absent manifest error) have determined that the LIBOR Rate does 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 funding LIBOR Rate making or maintaining its affected Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Company, and the Lenders at least two (2) Business Days prior to the first day of such Interest PeriodBorrower as soon as practicable thereafter. If such notice is given given, (ix) 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 be made in Dollars as Alternate Base Rate Loans and Loans, (iiiy) 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 continued as Alternate Base Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to or continued in Dollars as Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicableAgent, no further LIBOR Loans shall be made asor continued as such, continued as, or converted into, LIBOR nor shall the Borrower have the right to convert Alternate Base Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer existto LIBOR Loans.

Inability to Determine Interest Rate. Notwithstanding In the event that prior to the first day of any other provision of this Agreement, if Interest Period: (a) the Administrative Agent shall reasonably determine 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 and adequate means do not exist for ascertaining the LIBOR Rate for such Interest Period, or or (b) the Required Administrative Agent shall have received notice from the Majority Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does 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 funding LIBOR Rate making or maintaining their affected Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Company, Borrower and the Lenders at least two (2) Business Days prior to the first day of such Interest Periodas soon as practicable thereafter. If such notice is given (ix) 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 be made in Dollars as Alternate Base Rate Loans and Loans, (iiiy) any affected Loans that were to have been converted on the first day of such Interest Period period to or continued as LIBOR Rate Loans shall be converted continued as Alternate Base Rate Loans, and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to or continued in Dollars as Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicableAgent, no further LIBOR Loans shall be made asor continued as such, continued as, or converted into, LIBOR nor shall the Borrower have the right to convert Alternate Base Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer existto LIBOR Loans.

Inability to Determine Interest Rate. Notwithstanding If prior to the first day of any other provision of this Agreement, if LIBOR Interest Period: (a) the Administrative Agent shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon the Company) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining the LIBOR Rate for such LIBOR Interest Period, or or (b) the Agent shall have received notice from the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) Banks that the LIBOR Rate does 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 Banks) of funding LIBOR Rate making or maintaining their affected Loans that the Company has requested be outstanding as a LIBOR Tranche during such LIBOR Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Company, Company and the Lenders at least two (2) Business Days prior to the first day of such Interest PeriodBanks as soon as practicable thereafter. If such notice is given (ix) 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 LIBOR Interest Period shall be made in Dollars as Alternate Base Rate Loans and Loans, (iiiy) any affected Loans that were to have been converted on the first day of such LIBOR Interest Period to or continued as LIBOR Rate Loans shall be converted to or continued in Dollars as Alternate Base Rate 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 any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicableAgent, no further LIBOR Loans shall be made asor continued as such, continued as, or converted into, nor shall the Company have the right to convert Loans to LIBOR Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer existLoans.

Inability to Determine Interest Rate. Notwithstanding any other provision of this Agreement, if (a) In the event that prior to the first day of any Interest Period: (i) the Administrative Agent shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon the Company) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining the LIBOR Rate for such Interest Period, or or (bii) the Required Lenders Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) have received notice from the Majority Banks that the LIBOR Rate does 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 Banks) of funding LIBOR Rate making or maintaining their affected Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, then the Administrative Agent shall forthwith give telephone notice of such determination, telecopy or telephonic (confirmed in writing, ) notice thereof to the Company, Company and the Lenders at least two (2) Business Days prior to the first day of such Interest PeriodBanks as soon as practicable thereafter. If such notice is given (iw) any all affected Foreign Currency 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, (iix) any affected all LIBOR Rate Loans denominated in Dollars requested to be made on the first day of such Interest Period shall be made in Dollars as Alternate Base Rate Loans and Loans, (iiiy) any affected all 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 in Dollars and (z) all Loans that pursuant to subsection 2.7(b) were to have been continued on the first day of such Interest Period as Alternate LIBOR Loans shall be converted to Base Rate LoansLoans in Dollars. Until any such notice has been withdrawn by the Administrative Agent or the Required LendersMajority Banks, as the case may be, no further LIBOR Loans shall be made or continued as such, nor shall the Company have the right to convert Loans to LIBOR Loans. (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Majority Banks notify the Administrative Agent (with a copy to the Company) that the Majority Banks have determined, that: (i) adequate and reasonable means do not exist for ascertaining the LIBOR Rate for any requested Interest Period, including, without limitation, because the LIBOR Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the supervisor for the administrator of the LIBOR Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Rate shall no longer be made available, or used for determining the interest rate of loans, then, after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Company may amend this Agreement to replace the LIBOR Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that has been broadly accepted by the syndicated loan market in the United States of America in lieu of the LIBOR Rate (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and, notwithstanding anything to the contrary in Section 9.1, any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Banks and the Company unless, prior to such time, Banks comprising the Majority Banks have delivered to the Administrative Agent notice that such Majority Banks do not accept such amendment. If no further LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist, the obligation of the Banks to make or maintain LIBOR Loans shall be suspended (to the extent of the affected LIBOR Loans or Interest Periods). Upon receipt of such notice, (w) all affected Foreign Currency Loans requested to be made ason the first day of such Interest Period shall be made, continued asat the sole option of the Company, or converted into, LIBOR as Base Rate Loans for or such request shall be cancelled, (x) all LIBOR Loans denominated in Dollars requested to be made on the first day of such Interest Periods so affectedPeriod 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) all Loans that pursuant to subsection 2.7(b) were to have been continued on the first day of such Interest Period as LIBOR Loans shall be converted to Base Rate Loans in Dollars. Any Until such notice shall be effective until such time as has been withdrawn by the Administrative Agent or the Required LendersMajority Banks, as applicablethe case may be, reasonably determine that no further LIBOR Loans shall be made or continued as such, nor shall the conditions described above no longer existCompany have the right to convert Loans to LIBOR Loans.

Inability to Determine Interest Rate. Notwithstanding If prior to the first day of any other provision of this Agreement, if Interest Period: (a) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) have determined that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining the LIBOR LIBO Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR LIBO Rate does 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 in good faith) of funding LIBOR Rate making or maintaining their affected Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Company, Borrower and the Lenders at least two (2) Business Days prior to the first day of such Interest Periodas soon as practicable thereafter. If such notice is given (iw) 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 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 be made in Dollars as Alternate Base Rate Loans and Loans, (iiiy) 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 continued as Base Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the last day of the then-current Interest Period, to or continued in Dollars as Alternate Base Rate Loans, in each case until the Administrative Agent revokes such notice. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicableAgent, no further LIBOR Loans shall be made asor continued as such, continued as, or converted into, nor shall the Borrower have the right to convert Loans to LIBOR Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer existLoans.

Inability to Determine Interest Rate. Notwithstanding In the event that prior to ------------------------------------ the first day of any other provision of this Agreement, if Interest Period: (a) the Administrative Agent shall reasonably determine 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 and adequate means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or or (b) the Required Agent shall have received notice from the Majority Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) acting in good faith that the LIBOR Adjusted Rate does 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 funding LIBOR Rate making or maintaining their affected Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Company, Borrower and the Lenders at least two (2) Business Days prior to the first day of such Interest Periodas soon as practicable thereafter. If such notice is given (ix) 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 be made in Dollars as Alternate accrue interest at the Base Rate Loans and Rate, (iiiy) 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 continued as Base Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to or continued in Dollars as Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicableAgent, no further LIBOR Loans shall be made asor continued as such, continued as, or converted into, LIBOR nor shall the Borrower have the right to convert Base Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer existto LIBOR Loans.

Inability to Determine Interest Rate. Notwithstanding In the event that prior to the first day of any other provision of this Agreement, if Interest Period: (a) the Administrative Agent shall reasonably determine 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 and adequate means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or or (b) the Required Agent shall have received notice from the Majority Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) acting in good faith that the LIBOR Adjusted Rate does 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 funding LIBOR Rate making or maintaining their affected Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Company, Borrower and the Lenders at least two (2) Business Days prior to the first day of such Interest Periodas soon as practicable thereafter. If such notice is given (ix) 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 be made in Dollars as Alternate Base Rate Loans and accrue interest at the Reference Rate, (iiiy) 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 continued as Base Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to or continued in Dollars as Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicableAgent, no further LIBOR Loans shall be made asor continued as such, continued as, or converted into, LIBOR nor shall the Borrower have the right to convert Base Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer existto LIBOR Loans.

Inability to Determine Interest Rate. Notwithstanding In the event that prior to the first day of any other provision of this Agreement, if Interest Period: (a) the Administrative Agent shall reasonably determine 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 and adequate means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period, or or (b) the Required Agent shall have received notice from the Majority Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) acting in good faith that the LIBOR Adjusted Rate does 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 funding LIBOR Rate making or maintaining their affected Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Company, Borrower and the Lenders at least two (2) Business Days prior to the first day of such Interest Periodas soon as practicable thereafter. If such notice is given (ix) 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 be made in Dollars as Alternate accrue interest at the Base Rate Loans and Rate, (iiiy) 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 continued as Base Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to or continued in Dollars as Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicableAgent, no further LIBOR Loans shall be made asor continued as such, continued as, or converted into, LIBOR nor shall the Borrower have the right to convert Base Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer existto LIBOR Loans.

Inability to Determine Interest Rate. Notwithstanding In the event that prior to the first day of any other provision of this Agreement, if Interest Period: (a) the Administrative Agent shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon the Company) that, by reason of circumstances affecting the relevant market, adequate and reasonable and adequate means do not exist for ascertaining the LIBOR Rate for such Interest Period, or or (b) the Required Lenders Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) have received notice from the Majority Banks that the LIBOR Rate does 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 Banks) of funding LIBOR Rate making or maintaining their affected Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest Period, then the Administrative Agent shall forthwith give telephone notice of such determination, telecopy or telephonic (confirmed in writing, ) notice thereof to the Company, Company and the Lenders at least two (2) Business Days prior to the first day of such Interest PeriodBanks as soon as practicable thereafter. If such notice is given (ix) 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 all LIBOR Rate Loans requested to be made on the first day of such Interest Period shall be made in Dollars as Alternate Base Rate Loans and Loans, (iiiy) any affected all 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 Alternate Base Rate Loans and (z) all Loans that pursuant to subsection 2.7(b) were to have been continued on the first day of such Interest Period as LIBOR Loans shall be converted to Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent or the Required LendersMajority Banks, as applicablethe case may be, no further LIBOR Loans shall be made asor continued as such, continued as, or converted into, nor shall the Company have the right to convert Loans to LIBOR Rate Loans for the Interest Periods so affected. Any such notice shall be effective until such time as the Administrative Agent or the Required Lenders, as applicable, reasonably determine that the conditions described above no longer existLoans.

Inability to Determine Interest Rate. Notwithstanding In the event that the Agent ------------------------------------ or any other provision of this Agreement, if (a) the Administrative Agent Lender shall reasonably determine have determined (which determination shall be conclusive and binding absent manifest errorupon the Borrower) that, that by reason of circumstances affecting the relevant London interbank market, adequate and reasonable and adequate means do not exist for ascertaining the LIBOR LIBO Rate applicable pursuant to Section 2.3 for any Interest Period with respect to a LIBO Rate Loan that will result from a requested LIBO Rate Loan or that such Interest Period, or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate rate of interest does not adequately and fairly reflect cover the cost to such Lenders of funding LIBOR Rate Loans that the Company has requested be outstanding as a LIBOR Tranche during such Interest PeriodLoan, the Administrative Agent or such Lender shall forthwith give telephone notice of such determination, confirmed in writing, determination to the CompanyBorrower not later than 1:00 P.M., and San Francisco time, on the Lenders at least two (2) Business Days prior to requested Borrowing date, the first requested conversion date or the last day of such an Interest PeriodPeriod of a Loan which was to have been continued as a LIBO Rate Loan. If such notice is given and has not been withdrawn (i) any affected Loans denominated in Foreign Currencies requested to LIBO Rate Loan shall be made on the first day of such Interest Period shall be madeas a Base Rate Loan, or, at the sole option of the CompanyBorrower's option, in Dollars as Alternate Base Rate Loans or such request Loan shall not be cancelledmade, (ii) any affected LIBOR Loan that was to have been converted to a LIBO Rate Loans requested to be made on the first day of such Interest Period Loan shall be made in Dollars as Alternate continued as, or converted into, a Base Rate Loans Loan and (iii) any affected Loans that were to have been converted outstanding LIBO Rate Loan shall be converted, on the first last day of such the then current Interest Period with respect thereto, to or continued as LIBOR Rate Loans shall be converted to or continued in Dollars as Alternate a Base Rate LoansLoan. Until any such notice has been withdrawn by the Administrative Agent or the Required Lenders, as applicableAgent, no further LIBO Rate Loans shall be made as, continued as, or converted into, LIBOR and the Borrower shall not have the right to convert a Loan to a LIBO Rate Loans for Loan. The Agent will review the Interest Periods so affected. Any circumstances affecting the London interbank market from time to time and the Agent will withdraw such notice shall be effective until at such time as the Administrative Agent or the Required Lenders, as applicable, reasonably it shall determine that the conditions described above circumstances giving rise to said notice no longer exist.