Common use of Inability to Determine Applicable Interest Rate Clause in Contracts

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, LIBOR Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base Rate.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any Borrowing of LIBOR Rate Loans, that by reason of circumstances affecting the London interbank LIBOR market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile facsimile or by telephone confirmed in writing) to the Borrower Credit Parties and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, LIBOR Rate Loans until such time as the Administrative Agent notifies the Borrower Credit Parties and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice of Borrowing or Conversion/Continuation Notice given by the Borrower any Credit Party with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base RateCredit Party.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any Adjusted LIBOR Rate Loans or LIBOR Index Rate Loans, that by reason of circumstances affecting the London interbank market (i) reasonable and adequate and fair means do not exist for ascertaining the interest rate applicable to such Adjusted LIBOR Rate Loans or LIBOR Index Rate Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, or (ii) the LIBOR Scheduled Unavailability Date has occurred, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower Representative and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, Adjusted LIBOR Rate Loans or LIBOR Index Rate Loans until such time as the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by the Borrower Borrowers with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower Borrowers and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base Rate.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Loans or Euribor Loans, as the case may be, that by reason reasons of circumstances affecting the London interbank market Relevant Interbank Market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Euribor Rate, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the such Borrower and each Lender Bank of such determination, whereupon (i) no Loans may be made as, or converted to, such affected LIBOR Loans or Euribor Loans until such time as the Administrative Agent notifies the such Borrower and the Lenders Banks that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by the a Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the such Borrower and (iii) the interest rate applicable to such Loans shall be automatically made determined by substituting the Replacement Rate for the LIBOR Rate or continued as, or converted toEuribor Rate, as applicable, Base Rate Loans without reference until such time as Administrative Agent notifies such Borrower and Banks that the circumstances giving rise to the LIBOR Index Rate component of the Base Ratesuch notice no longer exist.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have reasonably determined (which determination shall shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Loans, that by reason of circumstances affecting the London interbank market for the Applicable Currency adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index RateLIBOR, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the applicable Borrower and each Lender of such determination, whereupon (i) no Dollar Loans may be made as, or converted to, LIBOR Loans until such time as the Administrative Agent notifies the applicable Borrower and the Lenders that the circumstances giving rise to such notice no longer exist (which notice Administrative Agent shall give at such time as such circumstances no longer exist), and (ii) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by the any Borrower with respect to the Dollar Loans in respect of which such determination was made shall be deemed to be rescinded by the such Borrower and such Loans (iii) the provisions of subsection 2.6G shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference apply with respect to the LIBOR Index Rate component of the Base RateSterling Loans.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Eurodollar Rate Loans, that by reason of circumstances arising after the date of this Agreement affecting the London interbank market market, adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Reserve Adjusted LIBOR Eurodollar Rate or LIBOR Index Rate, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile telecopy or by telephone confirmed in writing) to the Borrower Company and each Lender of such determination, whereupon (i) no Loans may be made or continued as, or converted to, LIBOR Loans Eurodollar Rate Loans, until such time as the Administrative Agent notifies the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer exist, exist (such notification not to be unreasonably withheld or delayed) and (ii) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by the Borrower Company with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base RateCompany.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR LoansLoans that, that by reason of circumstances affecting the London interbank market market, adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, LIBOR Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base Rate.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties heretohereto absent manifest error), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR First Priority Term Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR First Priority Term Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon (i) no First Priority Term Loans may be made asor maintained with an interest rate based on the Adjusted LIBOR Rate, or converted toand instead will be made and maintained with an interest rate equal to the Base Rate plus 2.75% per annum, LIBOR Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by the Borrower with respect to the First Priority Term Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base RateBorrower.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower Borrowers and each Lender of such determination, whereupon (ia) no Loans may be made as, or converted to, LIBOR Loans until such time as the Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, provided that there shall be no affect on the availability of Base Rate Loans, which shall continue to be available but without reference to the LIBOR Index Rate component of the Base Rate, and (iib) any Funding Notice or Conversion/Continuation Notice given by the Borrower Borrowers with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower Borrowers and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base Rate.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank LIBOR market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, LIBOR Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice of Borrowing or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base RateBorrower.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties heretohereto absent manifest error), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Revolving Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Revolving Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon (i) no Revolving Loans may be made asor maintained with an interest rate based on the Adjusted LIBOR Rate, or converted toand instead will be made and maintained with an interest rate equal to the Base Rate plus 2.50% per annum, LIBOR Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice of Borrowing or Conversion/Continuation Notice given by the Borrower with respect to the Revolving Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base RateBorrower.

Inability to Determine Applicable Interest Rate. In the event that the Chase Co-Administrative Agent shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Eurodollar Rate Loans, that by reason of circumstances arising after the date of this Agreement affecting the London interbank market market, adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR Eurodollar Rate or LIBOR Index Rate, as applicable, the Chase Co-Administrative Agent shall on such date give notice (by telefacsimile telecopy or by telephone confirmed in writing) to the Borrower Company and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, LIBOR Loans Eurodollar Rate Loans, until such time as the Chase Co-Administrative Agent notifies the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer exist, exist (such notification not to be unreasonably withheld or delayed) and (ii) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by the Borrower Company with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base RateCompany.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR LoansRate Loans that, that by reason of circumstances affecting the London interbank market market, adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, (in each case, with respect this clause (a), “Impacted Loans”) the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon (i1) no Loans may be made as, or converted to, LIBOR Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii2) any Funding Notice or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base Rate.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Eurodollar Rate Loans, that by reason of circumstances arising after the date of this Agreement affecting the London interbank market market, adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Reserve Adjusted LIBOR Eurodollar Rate or LIBOR Index Rate, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile telecopy or by telephone confirmed in writing) to the Borrower Company and each Lender of such determination, whereupon (i) no Loans may be made or continued as, or converted to, LIBOR Loans Eurodollar Rate Loans, until such time as the Administrative Agent notifies the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer exist, exist (such notification not to be unreasonably withheld or delayed) and (ii) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by the Borrower Company with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base RateCompany.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have reasonably determined (which determination shall shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Loans, that by reason of circumstances affecting the London interbank market for Dollars adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index RateLIBOR, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, LIBOR Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist (which notice Administrative Agent shall give at such time as such circumstances no longer exist), and (ii) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base RateBorrower.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have reasonably determined (which determination shall shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Loans, that by reason of circumstances affecting the London interbank market for Dollars adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index RateLIBOR, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower Company and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, LIBOR Loans until such time as the Administrative Agent notifies the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer exist (which notice Administrative Agent shall give at such time as such circumstances no longer exist), and (ii) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by the Borrower Company with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base RateCompany.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), ) on any Interest Rate Determination date after the Closing Date or any Index Rate Determination Date with respect to any LIBOR Loans, that by reason of circumstances affecting the London interbank market (i) reasonable and adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, or (ii) the Administrative Agent LIBOR Rate or the LIBOR Index Rate, as applicable, for any proposed LIBOR Loan does not adequately and fairly reflect the cost to the Lender of funding such LIBOR Loan, the Lender shall on such date give notice (by telefacsimile facsimile or by telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon whereupon, unless and except to the extent otherwise provided in Section 3.1(f) below, (ix) no Loans may be made as, or converted to, LIBOR Loans until such time as the Administrative Agent Lender notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (iiy) any Funding Notice or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans but without reference to the LIBOR Index Rate component of the Base Rate.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Loans, that by reason of circumstances affecting the London interbank market reasonable and adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, LIBOR Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base Rate.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any Borrowing of LIBOR Rate Loans, that by reason of circumstances affecting the London interbank LIBOR market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile facsimile or by telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, LIBOR Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice of Borrowing or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base RateBorrower.

Inability to Determine Applicable Interest Rate. In the event that that: (A) the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Loans, that by reason of circumstances affecting the London interbank market reasonable and adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, ; or (B) the LIBOR Scheduled Unavailability Date has occurred; then the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon whereupon: (i) no Loans may be made as, or converted to, LIBOR Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and ; and (ii) any Funding Notice or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower Borrower, and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans Loans, without reference to the LIBOR Index Rate component of the Base Rate.

Inability to Determine Applicable Interest Rate. In the event that the (i) Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted “LIBOR”, or (ii) the Administrative Agent is advised by the Requisite Lenders that any applicable LIBOR Rate rate for such currency for such Interest Period for such day will not adequately and fairly reflect the cost to such Lenders of making or LIBOR Index Ratemaintaining their Loans included in such Borrowing, as applicable, the for such Interest Period or such day; Administrative Agent shall on such date give notice (by telefacsimile telefacsimile, electronic mail or by telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon (i) in the event that LIBOR Loans are so affected, no Loans may be made as, or converted to, LIBOR Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, exist and (ii) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower for a Base Rate Loan (and consequently, Section 2.6(d) shall not be applicable to such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base Ratefollowing such notice).

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Loans or Euribor Loans, as the case may be, that by reason reasons of circumstances affecting the London interbank market Relevant Interbank Market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Euribor Rate, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the such Borrower and each Lender Bank of such determination, whereupon (i) no Loans may be made as, or converted to, such affected LIBOR Loans or Euribor Loans until such time as the Administrative Agent notifies the such Borrower and the Lenders Banks that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by the such Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the such Borrower and (iii) the interest rate applicable to such Loans shall be automatically made determined by substituting the Replacement Rate for the LIBOR or continued as, or converted toEuribor Rate, as applicable, Base Rate Loans without reference until such time as the Administrative Agent notifies such Borrower and Banks that the circumstances giving rise to the LIBOR Index Rate component of the Base Ratesuch notice no longer exist.

Inability to Determine Applicable Interest Rate. In the event that (i) the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Loans, that by reason of circumstances affecting the London interbank market reasonable and adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, or (ii) the LIBOR Scheduled Unavailability Date has occurred, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower Borrowers and each Lender of such determination, whereupon (ix) no Loans may be made as, or converted to, LIBOR Loans until such time as the Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, and (iiy) any Funding Notice or Conversion/Continuation Notice given by the any Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the such Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base Rate.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank LIBOR market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Revolving Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower Credit Parties and each Lender of such determination, whereupon (i) no Revolving Loans may be made as, or converted to, LIBOR Rate Loans until such time as the Administrative Agent notifies the Borrower Credit Parties and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice of Borrowing or Conversion/Continuation Notice given by the Borrower any Credit Party with respect to the Revolving Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base RateCredit Party.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower Borrowers and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, LIBOR Loans until such time as the Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by the any Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the such Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base Rate.

Inability to Determine Applicable Interest Rate. In the event ----------------------------------------------- that the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Eurodollar Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Eurodollar Rate, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the applicable Borrower and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, LIBOR Eurodollar Rate Loans until such time as the Administrative Agent notifies the applicable Borrower and the Lenders (by telefacsimile or by telephonic notice confirmed in writing) that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by the applicable Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be be, in the case of a Conversion Notice, rescinded by the applicable Borrower and such Loans shall and, in the case of a Funding Notice, deemed to be automatically made or continued as, or converted to, as applicable, a Funding Notice in respect of Base Rate Loans without reference to the LIBOR Index Rate component of the Base RateLoans.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties heretoabsent manifest error), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted “LIBOR Rate or LIBOR Index Rate”, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile facsimile or by telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon (i) no Loans of the applicable Class may be made as, or converted to, LIBOR Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders of that Class that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice of Borrowing or Conversion/Continuation Notice given by the Borrower with respect to the applicable Class of Loans in respect of which such determination was made shall be deemed to be rescinded by Borrower, as the case may be. Administrative Agent shall promptly notify Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference the Lenders when the circumstances giving rise to the LIBOR Index Rate component of the Base Ratea notice pursuant to this Section 3.04(a) no longer exist.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent Bank shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR LoansAdvance or LIBOR Loan, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans Advance or LIBOR Loan on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index RateLIBOR, as applicable, the Administrative Agent Bank shall on such date give notice (by telefacsimile facsimile or by telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon (i) no Loans Advances or Term Loan may be made as, or converted to, LIBOR Loans Advances or a LIBOR Loan, as applicable, until such time as the Administrative Agent Bank notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by the Borrower with respect to the Loans LIBOR Advances or a LIBOR Loan in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base RateBorrower.

Inability to Determine Applicable Interest Rate. In the event that (i) the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Loans, that by reason reasons of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, or (ii) the LIBOR Scheduled Unavailability Date has occurred, the Administrative Agent shall on such date give notice (by telefacsimile facsimile (or such other electronic communication as may be permitted by Section 11.1(b)) or by telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, LIBOR Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base Rate.

Inability to Determine Applicable Interest Rate. In If the event that the Applicable Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), ) on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Loans, that by reason of circumstances affecting the London interbank market or because no Reference Lender is able to provide its quotation of a rate, in the case of Eurodollar Rate Loans, or affecting the international precious metals markets or because no Gold Rate Reference Lender is able to provide its quotation of a rate, in the case of Gold Loans, adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicableLoans, the Applicable Administrative Agent shall on such date give notice (by telefacsimile telecopy or by telephone confirmed in writing) to the Borrower Borrowers and each Lender of such determination, whereupon (i) no Loans may be made as, or continued or converted to, LIBOR Eurodollar Rate Loans or made or continued as Gold Loans until such time as the Applicable Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by the any Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base RateBorrower.

Inability to Determine Applicable Interest Rate. In the event that (x) the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index LIBO Rate, as applicableor (y) prior to the commencement of any Interest Period with respect to LIBOR Loans the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining such LIBOR Loans for such Interest Period, the Administrative Agent shall on such date give notice (by telefacsimile facsimile or by telephone confirmed in writing) to the Borrower Borrowers and each Lender of such determination, whereupon (i) no Loans may be made continued as, or converted to, LIBOR Loans until such time as the Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base Rate.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower Borrowers and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, LIBOR Loans until such time as the Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by the Borrower Borrowers with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower Borrowers and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base Rate.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties heretohereto absent manifest error), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower Company and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, LIBOR Rate Loans until such time as the Administrative Agent notifies the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Funding/Issuance Notice or Conversion/Continuation Notice given by the Borrower Company with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower Company and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base RateLoans.

Inability to Determine Applicable Interest Rate. In the event that the Borrowing Base Agent or Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, the Borrowing Base Agent or Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower Borrowers and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, LIBOR Rate Loans until such time as the Borrowing Base Agent or Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by the any Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base RateBorrower.

Inability to Determine Applicable Interest Rate. (i) In the event that the Administrative Agent shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR LoansLoans that, that by reason of circumstances affecting the London interbank market market, adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, (in each case, with respect this clause (a), “Impacted Loans”) the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon (i1) no Loans may be made as, or converted to, LIBOR Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii2) any Funding Notice or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base Rate.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, LIBOR Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base RateLoans.

Inability to Determine Applicable Interest Rate. In the event that the Borrowing Base Agent or Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, the Borrowing Base Agent or Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, LIBOR Rate Loans until such time as the Borrowing Base Agent or Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base RateBorrower.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR LIBO Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR LIBO Rate or LIBOR Index Rate, as applicable(such circumstances, the “LIBO Rate Circumstances”), Administrative Agent shall on such date give notice (by telefacsimile facsimile or by telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, LIBOR LIBO Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base RateBorrower.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any a LIBOR LoansRate Loan, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR the Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon (i) no Loans such Loan may not be made as, or converted to, a LIBOR Loans Rate Loan until such time as the Administrative Agent notifies Borrower, the Borrower Revolving Lenders, and the Term A Lenders that the circumstances giving rise to such notice no longer exist, exist and (ii) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by the Borrower with respect to the Loans a Loan (except Term Loan B) in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base RateBorrower.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile facsimile (or such other electronic communication as may be permitted by Section 11.1(b)) or by telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, LIBOR Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base Rate.

Inability to Determine Applicable Interest Rate. In If the event that the Applicable Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), ) on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Loans, that by reason of circumstances affecting the London interbank market or because no Reference Lender is able to provide its quotation of a rate, in the case of Eurodollar Rate Loans, or affecting the international precious metals markets or because no Gold Rate Reference Lender is able to provide its quotation of a rate, in the case of Gold Loans, adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicableLoans, the Applicable Administrative Agent shall on such date give notice (by telefacsimile telecopy or by telephone confirmed in writing) to the Borrower Borrowers and each Lender of such determination, whereupon (i) no Loans may be made as, or continued or converted to, LIBOR Eurodollar Rate Loans or made or continued as Gold Loans until such time as the Applicable Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice of Borrowing or Conversion/Notice of Conversion/ Continuation Notice given by the any Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base RateBorrower.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent Bank shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR LoansAdvance or LIBOR Second Equipment Advance, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans Advance or Second Equipment Advance on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index RateLIBOR, as applicable, the Administrative Agent Bank shall on such date give notice (by telefacsimile facsimile or by telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon (i) no Loans Advances or Second Equipment Advances may be made as, or converted to, LIBOR Loans Advances or LIBOR Second Equipment Advances, respectively, until such time as the Administrative Agent Bank notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by the Borrower with respect to the Loans Advances or Second Equipment Advances in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base RateBorrower.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto, absent manifest error), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile facsimile or other electronic communication or by telephone confirmed in writing) to the Borrower Representative and each Lender of such determination, whereupon (i) no Loans may be made or continued as, or converted to, LIBOR Rate Loans until such time as the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by the Borrower Representative with respect to the Loans in respect of which such determination was made shall may be deemed to be rescinded by the Borrower and Representative at its election or, failing that, will be deemed to have converted such Loans shall be automatically made or continued as, or converted to, as applicable, request into a request for a Borrowing of Base Rate Loans without reference to in the LIBOR Index Rate component of the Base Rateamount specified therein.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties heretohereto absent manifest error), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writingelectronic mail) to the Borrower and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, or continued as, LIBOR Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and each of such outstanding LIBOR Loans shall be continued as, or converted to, a Base Rate Loan (in the case of any conversion to a Base Rate Loan, on the last day of the Interest Period applicable thereto), and (ii) any Funding Notice or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall automatically be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base RateBorrower.

Inability to Determine Applicable Interest Rate. In the event that the Administrative DIP Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto, absent manifest error), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, the Administrative DIP Agent shall on such date give notice (by telefacsimile telecopy or by telephone confirmed in writing) to the Borrower and each DIP Lender of such determination, whereupon (i) no Loans may be made as, or converted to, LIBOR Rate Loans until such time as the Administrative DIP Agent notifies the Borrower and the DIP Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted todeemed, as applicable, to be a Funding Notice for Base Rate Loans without reference or a Conversion/Continuation Notice to convert or continue, as the LIBOR Index case may be, such Loans as Base Rate component of the Base RateLoans.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Loans, that by reason reasons of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and each Lender Bank of such determination, whereupon (i) no Loans may be made as, or converted to, LIBOR Loans until such time as the Administrative Agent notifies the Borrower and the Lenders Banks that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by the Borrower with respect to the LIBOR Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and (iii) the interest rate applicable to such LIBOR Loans shall be automatically made or continued as, or converted to, as applicable, the Alternate Base Rate Loans without reference until such time as the Administrative Agent notifies the Borrower and Banks that the circumstances giving rise to the LIBOR Index Rate component of the Base Ratesuch notice no longer exist.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower Company and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, LIBOR Loans until such time as the Administrative Agent notifies the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by the any Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the such Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base Rate.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Loans or Euribor Loans, as the case may be, that by reason reasons of circumstances affecting the London interbank market Relevant Interbank Market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Term Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Euribor Rate, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the such Borrower and each Lender Bank of such determination, whereupon (i) no Term Loans may be made as, converted to such affected LIBOR Loans or converted to, LIBOR Euribor Loans until such time as the Administrative Agent notifies the such Borrower and the Lenders Banks that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by the a Borrower with respect to the Term Loans in respect of which such determination was made shall be deemed to be rescinded by the such Borrower and (iii) the interest rate applicable to such Term Loans shall be automatically made determined by substituting the Replacement Rate for the LIBOR Rate or continued as, or converted toEuribor Rate, as applicable, Base Rate Loans without reference until such time as the Administrative Agent notifies such Borrower and Banks that the circumstances giving rise to the LIBOR Index Rate component of the Base Ratesuch notice no longer exist.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower Company and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, LIBOR Loans until such time as the Administrative Agent notifies the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by the either Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the such Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base Rate.

Inability to Determine Applicable Interest Rate. In the event that (i) the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Loans, that by reason of circumstances affecting the London interbank market reasonable and adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, or (ii) the Administrative LIBOR Scheduled Unavailability Date has occurred, the Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, LIBOR Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base Rate.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR LIBO Rate Loans, that by reason of circumstances affecting the London interbank Eurodollar market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR LIBO Rate or LIBOR Index Rate(Reserve Adjusted), as applicable, the Administrative Agent shall on such date give notice (by telefacsimile facsimile or by telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, LIBOR LIBO Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist (which Administrative Agent agrees to do promptly after such circumstances cease to exist, ) and (ii) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base RateBorrower.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined (which determination shall be final and final, conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Rate Loans, that that, by reason of circumstances affecting the London interbank market LIBOR Rate market, adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, LIBOR Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, exist and (ii) any Funding Loan/Letter of Credit Request or Notice or of Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference with respect to the LIBOR Index Rate component of the Base RateABR Loans.

Inability to Determine Applicable Interest Rate. In the ----------------------------------------------- event that the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Eurodollar Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Eurodollar Rate, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, LIBOR Eurodollar Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders (by telefacsimile or by telephonic notice confirmed in writing) that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be be, in the case of a Conversion Notice, rescinded by the Borrower and such Loans shall and, in the case of a Funding Notice, deemed to be automatically made or continued as, or converted to, as applicable, a Funding Notice in respect of Base Rate Loans without reference to the LIBOR Index Rate component of the Base RateLoans.

Inability to Determine Applicable Interest Rate. In the event that the (i) Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR Rate or (ii) Requisite Lenders shall have reasonably determined (in a manner consistent with banking industry practices) that the LIBOR Index RateRate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during any Interest Period, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower Company and each Lender of such determination, whereupon (ia) no Loans may be made as, or converted to, LIBOR Rate Loans until such time as the Administrative Agent notifies the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer exist, exist and (iib) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by the Borrower Company with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, for a Base Rate Loans without reference to the LIBOR Index Rate component of the Base RateLoan.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent Bank shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR LoansAdvances, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans Advance on the basis provided for in the definition of Adjusted LIBOR, or that LIBOR Rate or does not accurately reflect the cost to Bank of lending LIBOR Index RateAdvances, as applicable, the Administrative Agent then Bank shall on such date give notice (by telefacsimile facsimile or by telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon (i) no Loans Credit Extensions may be made as, or converted to, LIBOR Loans Advances until such time as the Administrative Agent Bank notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or of Conversion/Continuation Notice given by the Borrower with respect to the Loans LIBOR Advances in respect of which such determination was made shall be deemed to be rescinded by Borrower. Bank shall endeavor to promptly notify Borrower if the Borrower and such Loans shall be automatically made or continued as, or converted to, as circumstances described in this Section 3.6(b) are no longer applicable, Base Rate Loans without reference but the failure of Bank to the LIBOR Index Rate component so notify Borrower shall not be deemed a breach of the Base Ratethis Agreement by Bank or Borrower.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Loans, that by reason reasons of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the such Borrower and each Lender Bank of such determination, whereupon (i) no Loans may be made as, or converted to, LIBOR Loans until such time as the Administrative Agent notifies the such Borrower and the Lenders Banks that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by the such Borrower with respect to the LIBOR Loans in respect of which such determination was made shall be deemed to be rescinded by the such Borrower and (iii) the interest rate applicable to such LIBOR Loans shall be automatically made or continued as, or converted to, as applicable, the Alternate Base Rate Loans without reference until such time as the Administrative Agent notifies such Borrower and Banks that the circumstances giving rise to the LIBOR Index Rate component of the Base Ratesuch notice no longer exist.

Inability to Determine Applicable Interest Rate. In the event that If the Administrative Agent shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Loans, that by reason of circumstances arising after the date of this Agreement affecting the London interbank market market, adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Reserve Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile telecopy or by telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon (i) no Loans may be made or continued as, or converted to, LIBOR Loans Loans, until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, exist (such notification not to be unreasonably withheld or delayed) and (ii) any Funding Notice and Certificate of Borrowing or Notice of Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base RateBorrower.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Funding Date with respect to any LIBOR Rate Loans, that by reason of circumstances occurring after the date of this Loan Agreement affecting the London interbank market market, adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile telecopy or by telephone confirmed in writing) to the Borrower and each Lender Bank of such determination, whereupon (i) no Revolving Loans may be made as, or converted to, LIBOR Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders Banks that the circumstances circum- stances giving rise to such notice no longer exist, and ; (ii) any Funding Notice or of Conversion/Continuation Notice given by the Borrower with respect to the Revolving Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower, and (iii) any Request For Revolving Loan given by the Borrower and with respect to the Revolving Loans in respect of which such Loans determination was made shall be automatically made or continued as, or converted to, as applicable, deemed to be a request to make Base Rate Loans without reference to the LIBOR Index Rate component of the Base RateLoans.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties heretohereto absent manifest error), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Eurocurrency Rate Loans, that by reason of circumstances affecting the London relevant Eurocurrency interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of any rate that is an Adjusted LIBOR Rate or LIBOR Index Eurocurrency Rate, as applicable, the Administrative Administra- tive Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, EURIBOR Term Loans or LIBOR Loans Loans, as the case may be, until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, exist and (ii) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base RateBorrower.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR Rate or LIBOR Index Rate, as applicable, the Administrative Agent shall on such date give notice (by telefacsimile facsimile or by telephone confirmed in writing) to the Borrower Borrowers and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, LIBOR Loans until such time as the Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by the any Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the applicable Borrower and such Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR Index Rate component of the Base Rate.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date or any Index Rate Determination Date with respect to any LIBOR Loans, ) that (i) by reason of circumstances affecting the London or other applicable interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Loans on the basis provided for in the definition of Adjusted LIBOR LIBO Rate or LIBOR the LIBO Index Rate, as applicable, or (ii) the Administrative Agent Adjusted LIBO Rate or the LIBO Index Rate, as applicable, for any proposed LIBOR Loan does not adequately and fairly reflect the cost to the Lender of funding or maintaining such LIBOR Loan, the Lender shall on such date give notice (by telefacsimile facsimile or by telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon (ix) no Revolving Loans may be made as, or converted to, LIBOR Loans until such time as the Administrative Agent Lender notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (iiy) any Funding Notice or Conversion/Continuation Notice given by the Borrower with respect to the Revolving Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower and such Revolving Loans shall be automatically made or continued as, or converted to, as applicable, Base Rate Loans without reference to the LIBOR LIBO Index Rate component of the Base Rate.