Common use of Inability to Determine Eurodollar Rate Clause in Contracts

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders) to the Borrower and the Lenders. In such event (a) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (b) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (c) the obligations of the Lenders to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall so notify the Borrower and the Lenders.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders Majority Banks that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBanks) to the Borrower and the LendersBanks. In such event (a) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (b) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (c) the obligations of the Lenders Banks to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine Majority Banks determines that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required LendersMajority Banks, shall so notify the Borrower and the LendersBanks.

Inability to Determine Eurodollar Rate. In If any Reference Bank -------------------------------------- determines (which determination shall be made in good faith and shall be conclusive and binding upon Borrower) that (a) by reason of circumstances then affecting the eventEurodollar interbank market, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders that adequate and reasonable methods means do not or will not exist for ascertaining the Eurodollar Rate that would otherwise determine the interest rate of interest to be applicable to any Eurodollar Rate Loan during any Loans, or (b) Dollar deposits in the relevant amounts and for the relevant Interest PeriodPeriod are not available to the Banks in the Eurodollar interbank market, then it shall notify the Administrative Agent who shall forthwith give written notice of such determination (which shall be conclusive and binding on the to Borrower and the Lenders) each Bank at least one Business Day prior to the Borrower and the Lenders. In such event (a) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (b) each Eurodollar Rate Loan will automatically, on the last first day of the then current any Interest Period relating theretoso affected; whereupon, become a Base Rate Loan, and (c) the obligations of the Lenders to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine shall notify Borrower that the circumstances giving rise to such suspension no longer exist, whereupon (i) the obligations of the Banks to make Eurodollar Loans shall be suspended and (ii) Borrower shall repay in full, without premium or penalty, the then outstanding principal amount of the Eurodollar Loans, together with accrued interest thereon, on the last day of the then current Interest Period pursuant to the next sentence. Unless Borrower notifies Administrative Agent orto the contrary within one Business Day after receiving a notice from Administrative Agent pursuant to this Section, as Borrower shall, concurrently with prepaying the case may beEurodollar Loans pursuant to this Section, be deemed automatically without any further notice to Administrative Agent or the Banks to have requested and received Base Rate Loans in an equal principal amount from the Banks, the Administrative Agent upon proceeds of which are deemed to have been used to repay the instruction of the Required Lenders, shall so notify the Borrower and the Lendersother Loans.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders that (a) adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest PeriodPeriod or (b) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining their Eurodollar Rate Loans during such period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower Borrowers and the Lenders) to the Borrower Borrowers and the Lenders. In such event (ai) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (bii) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (ciii) the obligations of the Lenders to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall so notify the Borrower Borrowers and the Lenders.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall reasonably determine or be notified by the Required Lenders that (a) adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest PeriodPeriod or (b) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining their Eurodollar Rate Loans during such period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders) to the Borrower and the Lenders. In such event (ai) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (bii) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (ciii) the obligations of the Lenders to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine determines that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall so notify the Borrower and the Lenders.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders) to the Borrower and the Lenders. In such event (a) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Prime Rate Loans, (b) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Prime Rate Loan, and (c) the obligations of the Lenders to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall so notify the Borrower and the Lenders.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall reasonably determine or be notified by the Required Lenders that (a) adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest PeriodPeriod or (b) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining their Eurodollar Rate Loans during such period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders) to the Borrower and the Lenders. In such event (ai) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (bii) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (ciii) the obligations of the Lenders to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine determines that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall so notify the Borrower Loan Parties and the Lenders.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders Majority Banks that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBanks) to the Borrower and the LendersBanks. In such event (a) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (b) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (c) the obligations of the Lenders Banks to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders Majority Banks, as applicable, determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required LendersMajority Banks, shall so notify the Borrower and the LendersBanks.

Inability to Determine Eurodollar Rate. In the event, If prior to the commencement of any Interest Period relating to for any Eurodollar Rate Loan, (x) the Administrative Agent shall determine or have determined (which determination shall be notified conclusive and binding upon the Borrower) that, by reason of circumstances affecting the Required Lenders that relevant interbank market, adequate and reasonable methods means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (y) the Administrative Agent shall have received notice from the Required Lenders that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any does not adequately and fairly reflect the cost to such Lenders (or Lender, as the case may be) of making, funding or maintaining their (or its, as the case may be) Eurodollar Rate Loans for such Interest Period, the Administrative Agent shall forthwith give written notice of such determination (which shall be conclusive and binding on the Borrower and the Lendersor telephonic notice, promptly confirmed in writing) to the Borrower and to the LendersLenders as soon as practicable thereafter. In the case of Eurodollar Rate Loans, until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such event notice no longer exist, (ai) any Loan Request the obligations of the Lenders to continue or Conversion Request with respect to convert outstanding Term Loans as or into Eurodollar Rate Loans shall be automatically withdrawn suspended and (ii) all such affected Eurodollar Rate Loans shall be deemed a request for converted into Base Rate Loans, (b) each Eurodollar Rate Loan will automatically, Loans on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (c) applicable thereto unless the obligations of the Lenders to make Borrower prepay such Eurodollar Rate Loans shall be suspended until in accordance with this Loan Agreement. Upon request from Borrower, during a period when the Administrative Agent or the Required Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may beEurodollar Rate Loans are not available, the Administrative Agent upon shall use its commercially reasonable best efforts to re-evaluate whether the instruction of the Required Lendersreasons that Eurodollar Rate Loans became unavailable continue to apply and, if such reasons no longer apply, shall so promptly notify the Borrower and the Lendersthereof.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders) to the Borrower and the Lenders. In such event the Administrative Agent shall notify the Borrower that (a) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Prime Rate Loans, (b) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Prime Rate Loan, and (c) the obligations of the Lenders to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall so notify the Borrower and the Lenders.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Majority Lenders that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower Borrowers and the Lenders) to the Borrower Borrowers and the Lenders. In such event (ai) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (bii) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (ciii) the obligations of the Lenders to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Majority Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Majority Lenders, shall so notify the Borrower Borrowers and the Lenders.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, event the Administrative Agent shall determine or be notified by the Required Lenders that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBorrower) to the Borrower and at least one (1) Business Day before the Lendersfirst day of such Interest Period. In such event event, (a) any Loan Request or Conversion Continuation Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loanswithdrawn, (b) each the Borrower and the Lenders shall negotiate in good faith to agree on an alternative interest rate which is reasonably equivalent to the Eurodollar Rate Loan will automaticallyRate; provided, however, that if the Borrower and the Lenders are unable to agree on such alternative interest rate prior to the last day of the then current Interest Period relating theretoPeriod, become each Eurodollar Rate Loan then outstanding will, as of the last day of the then current Interest Period, bear interest at a per annum rate equal to the Base Rate Loanin effect from time to time payable in arrears on the last day of each fiscal quarter of the Borrower, and (c) the obligations of the Lenders to make additional Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine determines that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall so notify the Borrower and the Lenders. §4.7.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders Majority Banks that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBanks) to the Borrower and the LendersBanks. In such event (a) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (b) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating theretothereof, become a Base Rate Loan, and (c) the obligations of the Lenders Banks to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine Majority Banks determines that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required LendersMajority Banks, shall so notify the Borrower and the LendersBanks.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Majority Lenders that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders) to the Borrower and the Lenders. In such event (a) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (b) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (c) the obligations of the Lenders to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Majority Lenders determine determines that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Majority Lenders, shall so notify the Borrower and the Lenders.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan or Competitive Bid Eurodollar Loan, the Administrative Agent shall determine or be notified by the Required Lenders that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan or Competitive Bid Eurodollar Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBanks) to the Borrower and the LendersBanks. In such event (a) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans or Competitive Bid Eurodollar Loans shall be automatically withdrawn and shall be deemed a request for Alternative Base Rate Loans, (b) each Eurodollar Rate Loan Loans or Competitive Bid Eurodollar Loans will automatically, on the last day of the then current Interest Period relating thereto, become a an Alternative Base Rate Loan, and (c) the obligations of the Lenders Banks to make Eurodollar Rate Loans or Competitive Bid Eurodollar Loans shall be suspended until the Administrative Agent or the Required Lenders determine determines that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall so notify the Borrower and the LendersBanks.

Inability to Determine Eurodollar Rate. In the event, prior to the -------------------------------------- commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders Majority Banks that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBanks) to the Borrower and the LendersBanks. In such event (a) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (b) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (c) the obligations of the Lenders Banks to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine Majority Banks determines that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required LendersMajority Banks, shall so notify the Borrower and the LendersBanks.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders Majority Banks that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBanks) to the Borrower and the LendersBanks. In such event (ai) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (bii) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate LoanLoan unless the Agent has received timely notice of the Borrower's intent to prepay such Eurodollar Rate Loan or any portion thereof pursuant to Section 3.3, and (ciii) the obligations of the Lenders Banks to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders Majority Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required LendersMajority Banks, shall so notify the Borrower and the LendersBanks.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders Banks that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBanks) to the Borrower and the LendersBanks. In such event (ai) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (bii) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (ciii) the obligations of the Lenders Banks to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine Banks determines that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required LendersBanks, shall so notify the Borrower and the LendersBanks.

Inability to Determine Eurodollar Rate. In the eventevent that, prior --------- -- --------- ---------- ---- to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower Company and the LendersBanks) to the Borrower Company and the LendersBanks. In such event (a) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (b) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, unless the Agent has received timely notice of the Company's intent to prepay such Eurodollar Rate Loan or any portion thereof pursuant to (S)2.9, and (c) the obligations of the Lenders Banks to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine determines that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall so notify the Borrower Company and the LendersBanks. Neither the Agent nor any Bank shall in any event be responsible to the Company in any way if it is not able for any reason beyond its control to quote a Eurodollar Rate with respect to any proposed Interest Period.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders Majority Banks that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBanks) to the Borrower and the LendersBanks. In such event (a) any Revolving Credit Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (b) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (c) the obligations of the Lenders Banks to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders Majority Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required LendersMajority Banks, shall so notify the Borrower and the LendersBanks.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBanks) to the Borrower and the LendersBanks. In such event (a) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and and, unless a Federal Funds Rate Loan is elected by the Borrower pursuant to ss.2.6, shall be deemed a request for Base Rate Loans, (b) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (c) the obligations of the Lenders Banks to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine Majority Banks determines that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent Agent, or, as the case may be, the Administrative Agent upon the instruction of the Required LendersMajority Banks, shall so notify the Borrower and the LendersBanks.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders Majority Banks that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBanks) to the Borrower and the LendersBanks. In such event (a) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (b) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating theretothereof, become a Base Rate Loan, and (c) the obligations of the Lenders Banks to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders Majority Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required LendersMajority Banks, shall so notify the Borrower and the LendersBanks.

Inability to Determine Eurodollar Rate. In the event, prior to -------------------------------------- the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall reasonably determine or be notified by the Required Lenders that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBorrower) to the Borrower and the LendersBanks. In such event (a) any Completed Revolving Credit Loan Request or Conversion Competitive Bid Quote Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans (in the case of Revolving Credit Loans) or Absolute Competitive Bid Loans (in the case of Competitive Bids Loans), (b) each Revolving Credit Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating theretothereof, become a Base Rate Loan, and (c) the obligations of the Lenders Banks to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine reasonably determines that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall so notify the Borrower and the LendersBanks.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders that (a) adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest PeriodPeriod or (b) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining their Eurodollar Rate Loans during such period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders) to the Borrower and the Lenders. In such event (ai) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (bii) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (ciii) the obligations of the Lenders to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the -35- case may be, the Administrative Agent upon the instruction of the Required Lenders, shall so notify the Borrower and the Lenders.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Managing Agent shall determine or be notified by the Required Lenders Majority Banks that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Managing Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBanks) to the Borrower and the LendersBanks. In such event (a) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (b) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating theretothereof, become a Base Rate Loan, and (c) the obligations of the Lenders Banks to make Eurodollar Rate Loans shall be suspended until the Administrative Managing Agent or the Required Lenders Majority Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Managing Agent or, as the case may be, the Administrative Managing Agent upon the instruction of the Required LendersMajority Banks, shall so notify the Borrower and the LendersBanks.

Inability to Determine Eurodollar Rate. In If any Reference Bank -------------------------------------- determines (which determination shall be made in Good Faith and shall be conclusive and binding upon the eventObligors) that (i) by reason of circumstances then affecting the Eurodollar interbank market, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders that adequate and reasonable methods means do not or will not exist for ascertaining the Eurodollar Rate that would otherwise determine the interest rate of interest to be applicable to any Eurodollar Rate Loan during any Loans, or (ii) Dollar deposits in the relevant amounts and for the relevant Interest PeriodPeriod are not available to the Banks in the Eurodollar interbank market, then it shall notify the Administrative Agent who shall forthwith give written notice of such determination (which shall be conclusive and binding on the to Borrower and the Lenderseach Bank at least one (1) Business Day prior to the Borrower and the Lenders. In such event (a) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (b) each Eurodollar Rate Loan will automatically, on the last first day of the then current any Interest Period relating theretoso affected; whereupon, become a Base Rate Loan, and (c) the obligations of the Lenders to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine shall notify Borrower that the circumstances giving rise to such suspension no longer exist, whereupon (x) the obligations of the Banks to make Eurodollar Loans shall be suspended and (y) the Obligors shall repay in full, without premium or penalty, the then outstanding principal amount of the Eurodollar Loans, together with accrued interest thereon, on the last day of the then current Interest Period pursuant to the next sentence. Unless an Obligor notifies Administrative Agent orto the contrary within one (1) Business Day after receiving a notice from Administrative Agent pursuant to this Section, as an Obligor shall, concurrently with repaying the case may beEurodollar Loans pursuant to this Section, be deemed automatically without any further notice to Administrative Agent or the Banks to have requested and received Reference Rate Loans in an equal principal amount from the Banks, the Administrative Agent upon proceeds of which are deemed to have been used to repay the instruction of the Required Lenders, shall so notify the Borrower and the Lendersother Loans.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice at least one (1) Business Day prior to the requested Drawdown Date of such Eurodollar Rate Loan of such determination (which shall be conclusive and binding on the Borrower and the LendersBanks) to the Borrower and the LendersBanks. In such event (a) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (b) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating theretothereof, become a Base Rate Loan, and (c) the obligations of the Lenders Banks to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine determines that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall so notify the Borrower and the LendersBanks.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine in good faith or be notified by the Required Lenders that they have determined in good faith that (a) by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any such Interest PeriodPeriod or (b) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining their Eurodollar Rate Loans during such period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders) to the Borrower and the Lenders. In such event and for so long as such circumstances shall continue (ai) any Loan and Letter of Credit Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (bii) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (ciii) the obligations of the Lenders to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine determines that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall so notify the Borrower and the Lenders.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent 40 -33- shall determine or be notified by the Required Lenders Majority Banks that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBanks) to the Borrower and the LendersBanks. In such event (a) any Revolving Credit Loan Request, Growth Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (b) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (c) the obligations of the Lenders Banks to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders Majority Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required LendersMajority Banks, shall so notify the Borrower and the LendersBanks.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall reasonably determine or be notified by the Required Lenders that (a) adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest PeriodPeriod or (b) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining their Eurodollar Rate Loans during such period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders) to the Borrower and the Lenders. In Following such event notice (ai) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (bii) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (ciii) the obligations of the Lenders to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine determines that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall so notify the Borrower and the Lenders.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders Majority Banks that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower Borrowers and the LendersBanks) to the Borrower Borrowers and the LendersBanks. In such event (ai) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (bii) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (ciii) the obligations of the Lenders Banks to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders Majority Bank determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required LendersMajority Banks, shall so notify the Borrower Borrowers and the LendersBanks.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall reasonably determine or be notified by the Required Lenders that (a) adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest PeriodPeriod or (b) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining their Eurodollar Rate Loans during such period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders) to the Borrower and the Lenders. In Following such event notice (ai) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (bii) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (ciii) the obligations of the Lenders to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine determines that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall so notify the Borrower and the Lenders.

Inability to Determine Eurodollar Rate. In the event, prior to the -------------------------------------- commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Loan and Collateral Agent shall determine or be notified by the Required Lenders Majority Banks that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Loan and Collateral Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBanks) to the Borrower and the LendersBanks. In such event (ai) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (bii) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (ciii) the obligations of the Lenders Banks to make Eurodollar Rate Loans shall be suspended until the Administrative Loan and Collateral Agent or the Required Lenders Majority Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Loan and Collateral Agent or, as the case may be, the Administrative Loan and Collateral Agent upon the instruction of the Required LendersMajority Banks, shall so notify the Borrower and the LendersBanks.

Inability to Determine Eurodollar Rate. In If any Reference Bank -------------------------------------- determines (which determination shall be made in Good Faith and shall be conclusive and binding upon the eventObligors that (i) by reason of circumstances then affecting the Eurodollar interbank market, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders that adequate and reasonable methods means do not or will not exist for ascertaining the Eurodollar Rate that would otherwise determine the interest rate of interest to be applicable to any Eurodollar Rate Loan during any Loans, or (ii) Dollar deposits in the relevant amounts and for the relevant Interest PeriodPeriod are not available to the Banks in the Eurodollar interbank market, then it shall notify the Administrative Agent who shall forthwith give written notice of such determination (which shall be conclusive and binding on the to Borrower and the Lenderseach Bank at least one (1) Business Day prior to the Borrower and the Lenders. In such event (a) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (b) each Eurodollar Rate Loan will automatically, on the last first day of the then current any Interest Period relating theretoso affected; whereupon, become a Base Rate Loan, and (c) the obligations of the Lenders to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine shall notify Borrower that the circumstances giving rise to such suspension no longer exist, whereupon (x) the obligations of the Banks to make Eurodollar Loans shall be suspended and (y) the Obligors shall repay in full, without premium or penalty, the then outstanding principal amount of the Eurodollar Loans, together with accrued interest thereon, on the last day of the then current Interest Period pursuant to the next sentence. Unless an Obligor notifies Administrative Agent orto the contrary within one (1) Business Day after receiving a notice from Administrative Agent pursuant to this Section, as an Obligor shall, concurrently with repaying the case may beEurodollar Loans pursuant to this Section, be deemed automatically without any further notice to Administrative Agent or the Banks to have requested and received Reference Rate Loans in an equal principal amount from the Banks, the Administrative Agent upon proceeds of which are deemed to have been used to repay the instruction of the Required Lenders, shall so notify the Borrower and the Lendersother Loans.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders Majority Banks that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBanks) to the Borrower and the LendersBanks. In such event (a) any Revolving Credit Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Prime Rate Loans, (b) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Prime Rate Loan, and (c) the obligations of the Lenders Banks to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders Majority Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required LendersMajority Banks, shall so notify the Borrower and the LendersBanks.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders) to the Borrower and the Lenders. In such event (a) any Loan Request or Conversion Request with respect to a Eurodollar Rate Loans Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate LoansLoan, (b) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (c) the obligations of the Lenders to make a Eurodollar Rate Loans Loan shall be suspended until the Administrative Agent or the Required Lenders Lenders, as applicable, determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall so notify the Borrower and the Lenders.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders Majority Banks that (i) adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, (ii) the Administrative implementation of Eurodollar Rate Loans has been made impracticable by the occurrence of a contingency that materially and adversely affects the London Interbank Market, or (iii) the Eurodollar Rate shall no longer represent the effective cost to the Banks for U.S. dollar deposits in the London Interbank Market, as applicable for deposits in which they regularly participate, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBanks) to the Borrower and the LendersBanks. In such event (a) any Revolving Credit Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Prime Rate Loans, (b) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Prime Rate Loan, and (c) the obligations of the Lenders Banks to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders Majority Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required LendersMajority Banks, shall so notify the Borrower and the LendersBanks.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders Majority Banks that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBanks) to the Borrower and the LendersBanks. In such event (a) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (b) -16- each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (c) the obligations of the Lenders Banks to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders Majority Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required LendersMajority Banks, shall so notify the Borrower and the LendersBanks.

Inability to Determine Eurodollar Rate. In Notwithstanding any other provision of this Agreement, if (a) the eventintroduction of, prior any change in, or any change in the interpretation of, any law or regulation applicable to any Bank or the commencement Agent shall make it unlawful, or any central bank or other governmental authority having jurisdiction thereof shall assert that it is unlawful, for any Bank or the Agent to perform its obligations in respect of any Interest Period relating Eurodollar Loans, or (b) if any Bank or the Agent shall reasonably determine with respect to Eurodollar Loans that (i) by reason of circumstances affecting any Eurodollar Rate Loaninterbank market, the Administrative Agent shall determine or be notified by the Required Lenders that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that which would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, or (ii) deposits of Dollars in the Administrative relevant amount for the relevant Interest Period are not available to such Bank or the Agent in any Eurodollar interbank market, or (iii) the Eurodollar Rate does not or will not accurately reflect the cost to such Bank or the Agent of obtaining or maintaining the applicable Eurodollar Loans during any Interest Period, then such Bank or the Agent shall forthwith promptly give telephonic, telex or cable notice of such determination to the Borrowers (which notice shall be conclusive and binding on upon the Borrower Borrowers). Upon such notification by such Bank or the Agent, the obligation of the Banks and the Lenders) to the Borrower and the Lenders. In such event (a) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (b) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (c) the obligations of the Lenders Agent to make Eurodollar Rate Loans shall be suspended until the Administrative Agent Banks or the Required Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent orAgent, as the case may be, determine that such circumstances no longer exist, and to the Administrative Agent upon extent permitted by law the instruction outstanding Eurodollar Loans shall continue to bear interest at the applicable rate based on the Eurodollar Rate until the end of the Required Lendersapplicable Interest Period, and thereafter shall so notify the Borrower and the Lendersbe deemed converted to Base Rate Loans in equal principal amounts.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Facility Agent shall reasonably determine or be notified by the Required Majority Lenders acting reasonably that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Facility Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders) to the Borrower and the Lenders. In such event (ai) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (bii) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (ciii) the obligations of the Lenders to make Eurodollar Rate Loans shall be suspended until the Administrative Facility Agent or the Required Majority Lenders reasonably determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Facility Agent or, as the case may be, the Administrative Facility Agent upon the instruction of the Required Majority Lenders, shall so notify the Borrower and the Lenders.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders Majority Banks that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBanks) to the Borrower and the LendersBanks. In such event (ai) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Prime Rate Loans, (bii) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating theretothereof, become a Base Prime Rate Loan, and (ciii) the obligations of the Lenders Banks to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders Majority Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required LendersMajority Banks, shall so notify the Borrower and the LendersBanks.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBanks) to the Borrower and the LendersBanks. In such event (a) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and and, unless a Federal Funds Rate Loan is elected by the Borrower pursuant to Paragraph 2.6, shall be deemed a request for Base Rate Loans, (b) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (c) the obligations of the Lenders Banks to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine Majority Banks determines that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent Agent, or, as the case may be, the Administrative Agent upon the instruction of the Required LendersMajority Banks, shall so notify the Borrower and the LendersBanks.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders Majority Banks that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower Borrowers and the LendersBanks) to the Borrower Borrowers and the LendersBanks. In such event (ai) any Revolving Credit Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (bii) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (ciii) the obligations of the Lenders Banks to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders Majority Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required LendersMajority Banks, shall so notify the Borrower Borrowers and the LendersBanks.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower Domestic Borrowers and the U.S. Lenders) to the Borrower Domestic Borrowers and the U.S. Lenders. In such event (ai) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (bii) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (ciii) the obligations of the U.S. Lenders to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine determines that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall so notify the Borrower Domestic Borrowers and the LendersU.S. Lenders and the Domestic Borrowers shall thereafter have the right to elect Eurodollar Rate Loans hereunder.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall in good faith determine or be notified by the Required Lenders that (a) adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest PeriodPeriod or (b) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Revolving Credit Lenders of making or maintaining their Eurodollar Rate Loans during such period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower Borrowers and the Revolving Credit Lenders) to the Borrower Borrowers’ Representative and the Revolving Credit Lenders. In such event (ai) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (bii) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (ciii) the obligations of the Revolving Credit Lenders to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine determines that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall so notify the Borrower Borrowers’ Representative and the Revolving Credit Lenders.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Majority Lenders that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower Borrowers and the Lenders) to the Borrower Borrowers and the Lenders. In such event (ai) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (bii) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (ciii) the obligations of the Lenders to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall so notify the Borrower Borrowers and the Lenders.

Inability to Determine Eurodollar Rate. In If the event, prior Required Banks determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion thereto or continuation thereof that (a) Dollar deposits are not being offered to banks in the commencement of any London interbank eurodollar market for the applicable amount and Interest Period relating to any of such Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders that (b) adequate and reasonable methods means do not exist for ascertaining determining the Eurodollar Rate that would otherwise determine the rate of interest for any requested Interest Period with respect to be applicable to any a proposed Eurodollar Rate Loan during or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest PeriodPeriod with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Banks of funding such Loan, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on will promptly so notify the Borrower and each Bank. Thereafter, (x) the Lenders) obligation of the Banks to the Borrower and the Lenders. In such event (a) any Loan Request make or Conversion Request with respect maintain, or to convert Loans to, Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (b) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loansuspended, and (cy) in the obligations event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Lenders to make Base Rate, the utilization of the Eurodollar Rate Loans component in determining the Base Rate shall be suspended suspended, in each case until the Administrative Agent or the Required Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent (upon the instruction of the Required LendersBanks) revokes such notice. Upon receipt of such notice, shall so notify the Borrower and may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for Base Rate Loans in the Lendersamount specified therein.

Inability to Determine Eurodollar Rate. In the event, prior to the -------------------------------------- commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders Banks that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBanks) to the Borrower and the LendersBanks. In such event (ai) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (bii) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (ciii) the obligations of the Lenders Banks to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine Banks determines that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall so notify the Borrower and the LendersBanks.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders that (a) adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest PeriodPeriod or (b) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining their Eurodollar Rate Loans during such period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders) to the Borrower and the Lenders. In such event (ai) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (bii) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (ciii) the obligations of the Lenders to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall so notify the Borrower and the Lenders.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent Bank shall determine or be notified by the Required Lenders that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Agent Bank shall forthwith promptly give telephonic notice (promptly confirmed in writing) of such determination (which shall be conclusive and binding on the Borrower and the LendersBorrower) to the Borrower and the LendersBorrower's treasurer or chief financial officer. In such event (a) upon receipt of notice, the Borrower may revoke any pending request for any Loan Request or Conversion Request with respect to Eurodollar Rate Loans, (b) if the Borrower does not revoke such request or Conversion Request, the Bank shall make, convert or continue Loans, as proposed by the Borrower, in the amount specified in the request or the Conversion Request submitted by the Borrower, but such Loans shall be automatically withdrawn and shall be deemed a request for made, converted or continued as Base Rate Loans instead of Eurodollar Rate Loans, (bc) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (cd) the obligations of the Lenders Bank to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine Bank determines that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, Bank shall so notify the Borrower and the LendersBorrower.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine in good faith or be notified by the Required Lenders that they have determined in good faith that (a) by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any such Interest PeriodPeriod or (b) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining their Eurodollar Rate Loans during such period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders) to the Borrower and the Lenders. In such event and for so long as such circumstances shall continue (ai) any Loan and Letter of Credit Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (bii) each Eurodollar Rate Loan will 42 automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (ciii) the obligations of the Lenders to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine determines that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall so notify the Borrower and the Lenders.

Inability to Determine Eurodollar Rate. In If the event, prior Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the commencement of any London interbank eurodollar market for the applicable amount and Interest Period relating to any of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent shall determine or be notified by the Required Lenders that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on will promptly so notify the Borrower and each Lender. Thereafter, (x) the Lenders) obligation of the Lenders to the Borrower and the Lenders. In such event (a) any Loan Request make or Conversion Request with respect to maintain Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (b) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loansuspended, and (cy) in the obligations event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Lenders to make Base Rate, the utilization of the Eurodollar Rate Loans component in determining the Base Rate shall be suspended suspended, in each case until the Administrative Agent or the Required Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, shall so notify the Borrower and may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the Lendersamount specified therein.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders Majority Banks that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBanks) to the Borrower and the LendersBanks. In such event (a) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (b) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (c) the obligations of the Lenders Banks to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders Majority Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required LendersMajority BANKS, shall so notify the Borrower and the LendersBanks.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders) to the Borrower and the Lenders. In such event the Administrative Agent shall notify the Borrower that (a) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (b) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (c) the obligations of the Lenders to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall so notify the Borrower and the Lenders.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders) to the Borrower and the Lenders. In such event (a) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (b) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (c) the obligations of the Lenders to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders Lenders, as applicable, determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall so notify the Borrower and the Lenders.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall in good faith determine or be notified by the Required Lenders that (a) adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest PeriodPeriod or (b) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Revolving Credit Lenders of making or maintaining their Eurodollar Rate Loans during such period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower Borrowers and the Revolving Credit Lenders) to the Borrower Borrowers’ Representative and the Revolving Credit Lenders. In such event (ai) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (bii) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (ciii) the obligations of the Revolving Credit Lenders to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine determines that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall so notify the Borrower Borrowers’ Representative and the Revolving Credit Lenders.

Inability to Determine Eurodollar Rate. In the event, prior to event the commencement of any Interest Period relating to any Eurodollar Rate Loan, the ---------------------------------------- Administrative Agent shall determine or be notified by the Required Lenders that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBorrower) to the Borrower and at least one (1) Business Day before the Lendersfirst day of such Interest Period. In such event event, (a) any Loan Request or Conversion Continuation Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loanswithdrawn, (b) the Borrower and the Lenders shall negotiate in good faith to agree on an alternative interest rate which is reasonably equivalent to the Eurodollar Rate; provided that if the Borrower and the Lenders are unable to agree on such alternative interest rate prior to the last day of the then current Interest Period, each Eurodollar Rate Loan then outstanding will automatically, on as of the last day of the then current Interest Period relating thereto, become bear interest at a per annum rate equal to the Base Rate Loan, in effect from time to time payable in arrears on the last day of each fiscal quarter of the Borrower and (c) the obligations of the Lenders to make additional Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine determines that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall so notify the Borrower and the Lenders.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Majority Lenders that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower Borrowers and the Lenders) to the Borrower Borrowers and the Lenders. In such event (a) any Domestic Revolver Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (b) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (c) the obligations of the Lenders to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Majority Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall so notify the Borrower Borrowers and the Lenders.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall reasonably determine or be notified by the Required Lenders that (a) adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest PeriodPeriod or (b) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining their Eurodollar Rate Loans during such period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower Borrowers and the Lenders) to the Borrower Borrowers and the Lenders. In such event (ai) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (bii) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (ciii) the obligations of the Lenders to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine determines that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall so notify the Borrower Borrowers and the Lenders.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate LoanLoans, the Administrative Agent Lender shall determine or be notified by the Required Lenders that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan Loan, or that the Eurodollar Rate will not adequately reflect the cost to the Lender of making, funding or maintaining their Eurodollar Rate Loans, during any Interest Period, the Administrative Agent Lender shall forthwith give notice Notice of such determination (which shall be conclusive and binding on the Borrower and the LendersLender) to the Borrower and the LendersLender. In such event (a) any Loan Request or Conversion Request Interest Rate Notice with respect to Eurodollar Rate Loans shall be automatically withdrawn and any Interest Rate Notice shall be deemed to be a request for a Base Rate LoansLoan, (b) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating theretothereof, become a Base Rate Loan, and (c) the obligations obligation of the Lenders Lender to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine Lender determines that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, Lender shall so notify the Borrower and the LendersBorrower.

Inability to Determine Eurodollar Rate. (a) In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate LoanLoans, the Administrative Agent Lender shall determine or be notified by the Required Lenders that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan Loan, or that the Eurodollar Rate will not adequately reflect the cost to the Lender of making, funding or maintaining their Eurodollar Rate Loans, during any Interest Period, the Administrative Agent Lender shall forthwith give notice Notice of such determination (which shall be conclusive and binding on the Borrower and the LendersLender) to the Borrower and the LendersLender. In such event (a) any Loan Request or Conversion Request Interest Rate Notice with respect to Eurodollar Rate Loans shall be automatically withdrawn and any Interest Rate Notice shall be deemed to be a request for a Base Rate LoansLoan, (b) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating theretothereof, become a Base Rate Loan, and (c) the obligations obligation of the Lenders Lender to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine Lender determines that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, Lender shall so notify the Borrower and the LendersBorrower.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall in good faith determine or be notified by the Required Lenders that (a) adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest PeriodPeriod or (b) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Revolving Credit Lenders of making or maintaining their Eurodollar Rate Loans during such period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower Borrowers and the Revolving Credit Lenders) to the Borrower Borrowers' Representative and the Revolving Credit Lenders. In such event (ai) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (bii) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (ciii) the obligations of the Revolving Credit Lenders to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine determines that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall so notify the Borrower Borrowers' Representative and the Revolving Credit Lenders.

Inability to Determine Eurodollar Rate. In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders that (a) adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest PeriodPeriod or (b) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Required Lenders of making or maintaining their Eurodollar Rate Loans during such period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders) to the Borrower and the Lenders. In such event (ai) any Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (bii) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (ciii) the obligations of the Lenders to make Eurodollar Rate Loans shall be suspended until the Administrative Agent or the Required Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall so notify the Borrower and the Lenders.