Common use of Inability to Determine Interest Rate Clause in Contracts

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 Until such notice has been withdrawn by the Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers have the right to convert Base Rate Loans to Eurodollar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

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

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

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

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, : (a) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (b) the Administrative Agent has shall have received notice from the Required Lenders any Lender that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their continuation of any Eurodollar Loans during such Interest Period, or (c) Dollar deposits in Loan has become impracticable as a result of a contingency occurring after the principal amounts of the Eurodollar Loans to date hereof which such Interest Period is to be applicable are not generally available in materially and adversely affects the London interbank market, the Administrative Agent shall give telecopy facsimile or telephonic notice thereof to the Borrowers Borrower and the affected Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given (ix) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate ABR Loans, (iiy) any ABR Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate ABR Loans and (iiiz) each any outstanding Eurodollar Loan Loans which the Borrower has requested to continue as such pursuant to subsection 4.2(b) shall be converted, on the last first day of the then-current such Interest Period thereofPeriod, to Base Rate ABR Loans, provided that, in the case of clause (b) above, only the Eurodollar Loan of a Lender which delivers a notice pursuant to such clause shall be subject to this sentence and the following sentence. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate ABR Loans to Eurodollar Loans.

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

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

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

Inability to Determine Interest Rate. If In the event that prior to the first day of any Interest Period, : (a) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersCompany) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (b) the Administrative Agent has shall have received notice from the Required Lenders Majority Banks that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders Banks (as conclusively certified by such Banks) of making or maintaining their Eurodollar affected Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Administrative Agent shall give telecopy or telephonic (confirmed in writing) notice thereof to the Borrowers Company and the Lenders Banks as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given (iw) any affected Foreign Currency Loans 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 ABR Loans or such request shall be cancelled, (x) any Eurodollar Loans denominated in Dollars requested to be made on the first day of such Interest Period shall be made as Base ABR Loans or Fixed Rate LoansBid Loans based upon the ABR, (iiy) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate ABR Loans in Dollars and (iiiz) each outstanding any Loans that pursuant to subsection 2.7(b) were to have been continued on the first day of such Interest Period as Eurodollar Loan Loans shall be converted, on the last day of the then-current Interest Period thereof, converted to Base Rate LoansABR Loans in Dollars. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers Company have the right to convert Base Rate Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If Subject to Section 2.19 below, if prior to the first day of any Interest Period, : (a) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (b) the Administrative Agent has shall have received notice from the Required Lenders in that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Term Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Administrative Agent shall give telecopy or telephonic other written notice thereof to the Borrowers Borrower and the relevant Lenders as soon as practicable thereafter. Upon its receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given (ix) any Eurodollar Rate Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (iiy) any Term Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Rate Loans shall be converted to or continued as Base Rate Loans and (iiiz) each any outstanding Eurodollar Loan Rate Loans shall be converted, on the last day of the then-current Interest Period thereofPeriod, to Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Rate Loans shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Term Loans to Eurodollar Rate Loans.

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, (a) event that the Agent Bank shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersCompany) that, by reason of circumstances affecting the relevant London interbank market, adequate and reasonable means do not exist for ascertaining the Reserve Adjusted Libor applicable pursuant to Section 3.01(b) for any requested Interest Period with respect to (a) the making of a Eurodollar Rate for such Interest PeriodLoan, (b) the Agent has received notice a Eurodollar Loan that will result from the Required Lenders that the requested conversion of an Alternate Base Rate Loan into a Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such Interest Period, Loan or (c) Dollar deposits in the principal amounts continuation of a Eurodollar Loan beyond the expiration of the then current Interest Period with respect thereto, the Bank shall forthwith give notice of such determination, confirmed in writing, to the Company at least one Business Day prior to, as the case may be, the requested Borrowing Date for such Eurodollar Loans to which Loan, the conversion date of such Alternate Base Rate Loan or the last day of such Interest Period is to be applicable are not generally available in the London interbank market, the Agent shall give telecopy or telephonic notice thereof to the Borrowers and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer existPeriod. If such notice is given (i) any Eurodollar Loans requested Loan that was to be have been made on the first day of such Interest Period shall be made as an Alternate Base Rate LoansLoan, (ii) any Loans Alternate Base Rate Loan that were was to have been converted on the first day of such Interest Period to or a Eurodollar Loan shall be continued as Eurodollar Loans shall be converted to or continued as an Alternate Base Rate Loans Loan and (iii) each any outstanding Eurodollar Loan shall be converted, on the last day of the then-then current Interest Period thereofwith respect thereto, to an Alternate Base Rate LoansLoan. Until such notice has been withdrawn by the AgentBank, no further Eurodollar Loans the Company shall be made or continued as such, nor shall the Borrowers not have the right to request a Eurodollar Loan or to convert an Alternate Base Rate Loans Loan to a Eurodollar LoansLoan.

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

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

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

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

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

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, : (a) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar relevant Eurocurrency Rate with respect to any currency for such Interest Period, or (b) the Administrative Agent has shall have received notice from the Required Lenders that the Eurodollar relevant Eurocurrency Rate with respect to any currency determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower and the relevant Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given (i1) in the case of Eurodollar Loans (x) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate ABR Loans, (iiy) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate ABR Loans and (iiiz) each any outstanding Eurodollar Loan Loans shall be converted, on the last first day of the then-current such Interest Period thereofPeriod, to Base Rate ABR Loans and (2) in the case of Permitted Foreign Currency Loans, the relevant notice of borrowing or continuation shall be deemed rescinded. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Eurocurrency Loans in the relevant currency shall be made or continued as such, nor nor, if applicable, shall the Borrowers Borrower have the right to convert Base Rate ABR Loans to Eurodollar Loans.

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

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, : (a) the Administrative Agent shall have determined in good faith (which determination determination, absent manifest error, shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or 43 38 (b) the Administrative Agent has shall have received notice from the Required Lenders holding 66-2/3% of the Commitments to provide the Loans to which such Interest Period is applicable that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower and the affected Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given (ix) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate ABR Loans, (iiy) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate ABR Loans and (iiiz) each any outstanding Eurodollar Loan Loans shall be converted, converted on the last day of the then-current Interest Period thereof, applicable thereto to Base Rate ABR Loans. Until such notice has been withdrawn by the AgentAdministrative Agent (which the Administrative Agent agrees to do when the circumstances that prompted the delivery of such notice no longer exist), no further Eurodollar Loans under such Commitments shall be made or continued as such, such nor shall the Borrowers Borrower have the right to convert Base Rate ABR Loans to Eurodollar Loans.

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

Inability to Determine Interest Rate. If prior to In the first day of any Interest Period, (a) event that the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersCompanies) that, that by reason of circumstances affecting the relevant market, interbank Eurodollar market adequate and reasonable means do not exist for ascertaining the Eurodollar LIBOR Rate for such any Interest PeriodPeriod with respect to (a) a proposed Revolving Loan that the Companies have requested be made as a Eurodollar Loan, (b) the Agent has received notice a Eurodollar Loan that will result from the Required Lenders that the requested conversion of another type of Loan into a Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such Interest Period, Loan or (c) Dollar deposits in the principal amounts continuation of a Eurodollar Loan beyond the expiration of the then current Interest Period with respect thereto (any such Eurodollar Loans Loan being herein called an “Affected Loan”), the Administrative Agent shall forthwith give notice of such determination by telecopy, confirmed in writing, to which each Bank and to the Company at least one day prior to, as the case may be, the requested Borrowing Date for such Affected Loan, the conversion date of a Loan to such an Affected Loan or the last day of such Interest Period is to be applicable are not generally available in the London interbank market, the Agent shall give telecopy or telephonic notice thereof to the Borrowers and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer existPeriod. If such notice is given (i) any Eurodollar Loans requested to be made on the first day of such Interest Period Affected Loan shall be made as Base a Floating Rate LoansLoan, (ii) any Loans Loan that were was to have been converted on the first day of such Interest Period to or an Affected Loan shall be continued as Eurodollar Loans shall be or converted to or continued as Base a Floating Rate Loans Loan, and (iii) each any outstanding Eurodollar Affected Loan shall be converted, on the last day of the then-then current Interest Period thereofwith respect thereto, to Base a Floating Rate LoansLoan. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans Affected Loan shall be made or continued as such, nor and the Company shall the Borrowers not have the right to convert Base Rate Loans of another type to Eurodollar Affected Loans.

Inability to Determine Interest Rate. If Subject to Section 2.19 below, if prior to the first day of any Interest Period, : (a) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (b) the Administrative Agent has shall have received notice from the Required Lenders in that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Term Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Administrative Agent shall give telecopy or telephonic other written notice thereof to the Borrowers Borrower and the relevant Lenders as soon as practicable thereafter. Upon its receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given (ix) any Eurodollar Rate Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (iiy) any Term Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Rate Loans shall be converted to or continued as Base Rate Loans and (iiiz) each any outstanding Eurodollar Loan Rate Loans shall be converted, on the last day of the then-current Interest Period thereofPeriod, to Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Rate Loans shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate convertTerm Loans to Eurodollar Rate Loans.

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

Inability to Determine Interest Rate. If prior to the first day of any Interest PeriodPeriod with respect to (i) Loans that the Borrower has requested be made as Eurodollar Loans, (ii) Eurodollar Loans that will result from the requested conversion of Base Rate Loans into Eurodollar Loans or (iii) the continuation of Eurodollar Loans beyond the expiration of the then current Interest Period with respect thereto: (a) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersBorrower) that, by reason of circumstances affecting the relevant interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such any requested Interest Period, ; or (b) the Administrative Agent has shall have received notice prior to the first day of such Interest Period from Lenders constituting the Required Lenders that the Eurodollar Rate interest rate determined or pursuant to be determined subsection 6.6 for such Interest Period will does not adequately and fairly accurately reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar affected Loans during such Interest Period, or (c) Dollar deposits in ; the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers Borrower and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given in respect of Eurodollar Loans (iv) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate Loans and (iiix) each any outstanding Eurodollar Loan Loans shall be converted, on the last first day of the then-current such Interest Period thereofPeriod, to Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers Borrower have the right to convert Base Rate Loans to Eurodollar Loans.

Inability to Determine Interest Rate. If In the event that prior to the first day of any Interest Period, : (a) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the BorrowersCompany) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (b) the Administrative Agent has shall have received notice from the Required Lenders Majority Banks that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders Banks (as conclusively certified by such Banks) of making or maintaining their Eurodollar affected Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Administrative Agent shall give telecopy or telephonic (confirmed in writing) notice thereof to the Borrowers Company and the Lenders Banks as soon as practicable thereafter, and will also give prompt written notice to the Borrowers when such conditions no longer exist. If such notice is given (iw) any affected Foreign Currency Loans requested to be made on the first day of such Interest Period shall be made, at the sole option of the applicable Borrower, in Dollars as ABR Loans or such request shall be cancelled, (x) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base ABR Loans or Fixed Rate LoansBid Loans based upon the ABR, (iiy) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate ABR Loans in Dollars and (iiiz) each outstanding any Loans that pursuant to subsection 2.7(b) were to have been continued on the first day of such Interest Period as Eurodollar Loan Loans shall be converted, on the last day of the then-current Interest Period thereof, converted to Base Rate LoansABR Loans in Dollars. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrowers Company have the right to convert Base Rate Loans to Eurodollar Loans.

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

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

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

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

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

Inability to Determine Interest Rate. If on or prior to the first day of any Interest PeriodPeriod for any Euro-Dollar Loan or Competitive Bid LIBOR Loan, the Administrative Agent is advised by the Reference Banks that deposits in dollars (ain the applicable amounts) are not being offered to the Agent shall have determined Reference Banks in good faith (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate London interbank market for such Interest Period, (b) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Administrative Agent shall forthwith give telecopy or telephonic notice thereof to the Borrowers Company and the Lenders as soon as practicable thereafterBanks, and will also give prompt written notice whereupon until the Administrative Agent notifies the Company that the circumstances giving rise to the Borrowers when such conditions suspension no longer exist. If such notice is given , (i) any Eurodollar the obligations of the Banks to make Euro-Dollar Loans requested or to be made on the first day of such Interest Period convert outstanding Loans into Euro-Dollar Loans shall be made as Base Rate Loans, suspended and (ii) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans each outstanding Euro-Dollar Loan shall be converted to or continued as into a Base Rate Loans and (iii) each outstanding Eurodollar Loan shall be converted, on the last day of the then-then current Interest Period thereofapplicable thereto. Unless the relevant Borrower notifies the Administrative Agent at least one Domestic Business Day before the date of any Borrowing of a Fixed Rate Loan for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, to (i) if such Borrowing of a Fixed Rate Loan is a Committed Borrowing, such Borrowing shall instead be made as a Borrowing of a Base Rate Loans. Until Loan in an equal amount and (ii) if such notice has been withdrawn by Borrowing of a Fixed Rate Loan is a Competitive Bid LIBOR Borrowing, the Agent, no further Eurodollar Competitive Bid LIBOR Loans comprising such Borrowing shall be made or continued as such, nor shall bear interest for each day from and including the Borrowers have first day to but excluding the right to convert last day of the Interest Period applicable thereto at the Base Rate Loans to Eurodollar Loansfor such day.

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