Common use of Inability to Determine LIBOR Rate Clause in Contracts

Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent shall determine or be notified by the Required Lenders that (a) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR 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 LIBOR Rate Loans during such period, the 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 (i) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Base Rate Loans, (ii) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iii) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended, in each case, until the Agent determines in good faith that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall promptly so notify the Borrower and the Lenders.

Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR 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 LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR 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 LIBOR 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 (i) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Base Rate Loans, (ii) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iii) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended, in each case, until the Administrative Agent determines in good faith that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent shall promptly so notify the Borrower and the Lenders.

Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent Bank shall determine or be notified by the Required Lenders that (a) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR 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 LIBOR Rate Loans during such periodPeriod, the 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. In such event (ia) upon receipt of notice, the Borrower may revoke any Revolving Credit pending request for any Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Base Rate Loans, (iib) 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 made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans, (c) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iiid) the obligations of the Lenders Bank to make LIBOR Rate Loans shall be suspended, in each case, suspended until the Agent Bank determines in good faith that the circumstances giving rise to such suspension no longer exist, whereupon the Agent Bank shall promptly so notify the Borrower and the LendersBorrower.

Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR 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 LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR 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 LIBOR Rate Loans during such periodPeriod, 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 (i) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, shall be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Base Rate Loans, (ii) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iii) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended, in each case, suspended until the Administrative Agent or the Required Lenders determines in good faith 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 promptly so notify the Borrower and the Lenders.

Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent shall determine or be notified by the Required Lenders that (a) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any Revolving Credit LIBOR Rate Loan or such portion of the Term Loan during any Interest Period or (b) the LIBOR 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 LIBOR Rate Loans during such periodPeriod, 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 (ia) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to Revolving Credit LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, shall be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Revolving Credit Base Rate LoansLoan, (iib) any Conversion Request regarding the interest rate applicable to all or any portion of the Term Loan shall be automatically withdrawn, (c) each Revolving Credit LIBOR Rate Loan or such portion of the Term Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Revolving Credit Base Rate LoanLoan or bear interest at an interest rate determined by reference to the Base Rate (as applicable), and (iiid) the obligations of the Lenders Banks to make Revolving Credit LIBOR Rate Loans or to allow the Borrower to elect to apply the LIBOR Rate to all or any portion of the Term Loan shall be suspended, in each case, suspended until the Agent determines in good faith or the Majority Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent upon the instruction of the Majority Banks, shall promptly so notify the Borrower and the LendersBanks.

Inability to Determine LIBOR Rate. In the event, prior to the --------- -- --------- ----- ---- commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent shall determine or be notified by the Required Lenders Majority Banks that (a) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR 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 LIBOR Rate Loans during such periodPeriod, the 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 (ia) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, shall be deemed a request for, or in the case of such for a Conversion Request, a request for continuation of, Base Rate LoansLoan, (iib) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iiic) the obligations of the Lenders Banks to make LIBOR Rate Loans shall be suspended, in each case, suspended until the Agent or the Majority Banks determines in good faith that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent upon the instruction of the Majority Banks shall promptly so notify the Borrower Borrowers and the LendersBanks.

Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent any Lender shall determine or be notified by the Required Lenders that (a) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Lenders such Lender of making or maintaining their LIBOR Rate Loans during such period, the Agent such Lender shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBorrower) to the Borrower and the LendersAdministrative Agent. In such event with respect to such Lender (i) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, shall be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Base Rate Loans, (ii) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iii) the obligations of the Lenders obligation to make LIBOR Rate Loans shall be suspended, in each case, suspended until the Administrative Agent determines in good faith that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent shall promptly so notify the Borrower and the LendersLender. Upon receipt of such notice, the Borrower may elect to convert any Base Rate Loan from such Lender to a LIBOR Rate Loan from such Lender in accordance with the terms of Section 4.2.

Inability to Determine LIBOR Rate. In Anything in this Agreement to the eventcontrary notwithstanding, if, at the time of or prior to the commencement determination of the LIBOR Set Rate in respect of any Interest Period relating to LIBOR Set Rate Request, as provided in this Agreement, any LIBOR Rate Loan, of the Agent Lenders determine (which determination shall determine or be notified by the Required Lenders conclusive) that (ai) by reason of circumstances affecting the London interbank market generally, adequate and reasonable methods fair means do not or will not exist for ascertaining the determining a LIBOR Set Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (bii) the a LIBOR Set Rate determined or to be determined for such Interest Period will not adequately and fairly accurately reflect the cost to the such Lenders of making or maintaining their the Loans (or any portion thereof) at a LIBOR Rate Loans during such periodSet Rate, then the Agent affected Lenders shall forthwith give the Borrower prompt notice thereof, and the Loan (or portions thereof) shall accrue interest, or continue to accrue interest, as the case may be, at the Base Rate. If at any time subsequent to the giving of such determination (which notice, such Lenders determine that because of a change in circumstances a LIBOR Set Rate is again available to the Borrower under this Agreement, such Lenders shall be conclusive and binding on so advise the Borrower and the Lenders) Borrower may convert the rate of interest payable hereunder from the Base Rate to a LIBOR Set Rate by submitting a LIBOR Set Rate Request to the Borrower Lenders and otherwise complying with the Lenders. In such event (i) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion provisions of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Base Rate Loans, (ii) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iii) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended, in each case, until the Agent determines in good faith that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall promptly so notify the Borrower and the Lendersthis Agreement.

Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent shall determine or be notified by the Required Lenders Majority Banks that (a) the Agent or the Majority Banks have determined that adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR Rate Period, determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to at least the Lenders Majority Banks of making or maintaining their LIBOR Rate Loans during such period, 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 (ia) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shalland, in the case of such a Revolving Credit Loan Request, shall be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Base Rate Loans, (iib) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iiic) the obligations of the Lenders Banks to make LIBOR Rate Loans shall be suspended, in each case, suspended until the Agent determines in good faith or the Majority Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent upon the instruction of the Majority Banks, shall promptly so notify the Borrower and the LendersBanks.

Inability to Determine LIBOR Rate. In the eventevent that, prior to the commencement of any Interest Period relating to any LIBOR Fixed Rate LoanLoan or Fixed Rate Portion, or to the Bond, the Agent shall determine or be notified by the Required Lenders that (a) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine serve as the basis for determining the rate of interest to be applicable to any LIBOR Fixed Rate Loan or Fixed Rate Portion, or to the Bond, during any Interest Period or (b) the LIBOR 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 LIBOR Rate Loans during such periodPeriod, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower Obligors and the LendersBanks) to the Borrower Obligors and the LendersBanks. In such event (ia) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Fixed Rate Loans to LIBOR and any Fixed Rate Loans Portion shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, shall be deemed a request forfor a Floating Rate Loan or Floating Rate Portion, or in as the case of such a Conversion Request, a request for continuation of, Base Rate Loansmay be, (iib) each LIBOR Fixed Rate Loan and Fixed Rate Portion will automatically, on the last day of the then current Interest Period relating thereto, become a Base Floating Rate LoanLoan or a Floating Rate Portion, as the case may be, (c) the interest rate applicable to the Bond, and (iiid) the obligations of the Lenders Banks to make LIBOR Fixed Rate Loans and Fixed Rate Portions shall be suspended, in each case, suspended until the Agent determines in good faith that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall promptly so notify the Borrower Obligors and the LendersBanks.

Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent shall determine or be notified by the Required Lenders Majority Banks that (a) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR 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 LIBOR Rate Loans during such periodPeriod, 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 (ia) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, shall be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Base Rate Loans, (iib) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iiic) the obligations of the Lenders Banks to make LIBOR Rate Loans shall be suspended, in each case, suspended until the Agent or the Majority Banks determines in good faith that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent upon the instruction of the Majority Banks, shall promptly so notify the Borrower and the LendersBanks.

Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR 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 LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR Rate determined or to be determined for such Interest Period will not not, in the Administrative Agent’s reasonable opinion, adequately and fairly reflect the cost to the Lenders of making or maintaining their LIBOR 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 (i) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, shall be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Base Rate Loans, (ii) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iii) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended, in each case, suspended until the Administrative Agent determines in good faith 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 promptly so notify the Borrower Borrowers and the Lenders.

Inability to Determine LIBOR Rate. In the event, prior to the --------------------------------- commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent shall determine or be notified by the Required Lenders Majority Banks that (a) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR 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 LIBOR Rate Loans during such periodPeriod, 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 (ia) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, shall be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Base Rate Loans, (iib) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iiic) the obligations of the Lenders Banks to make LIBOR Rate Loans shall be suspended, in each case, suspended until the Agent or the Majority Banks determines in good faith that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent upon the instruction of the Majority Banks, shall promptly so notify the Borrower and the LendersBanks.

Inability to Determine LIBOR Rate. In the event, prior to the --------------------------------- commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent shall determine or be notified by the Required Lenders Majority Banks that (a) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR 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 LIBOR Rate Loans during such periodPeriod, 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 (ia) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, shall be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Base Rate Loans, (iib) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating theretothereof, become a Base Rate Loan, and (iiic) the obligations of the Lenders Banks to make LIBOR Rate Loans shall be suspended, in each case, suspended until the Agent determines in good faith or the Majority Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent upon the instruction of the Majority Banks, shall promptly so notify the Borrower and the LendersBanks.

Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR 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 LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR 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 LIBOR 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 (i) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, shall be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Base Prime Rate Loans, (ii) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Prime Rate Loan, and (iii) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended, in each case, suspended until the Administrative Agent determines in good faith 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 promptly so notify the Borrower and the Lenders.

Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR 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 LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR 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 LIBOR 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 (i) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, shall be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Base Rate Loans, (ii) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, Loan and (iii) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended, in each case, suspended until the Administrative Agent determines in good faith 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 promptly so notify the Borrower Borrowers and the Lenders.

Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR 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 LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR 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 LIBOR 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 (i) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, shall be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Base Rate Loans, (ii) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iii) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended, in each case, suspended until the Administrative Agent determines in good faith that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent shall promptly so notify the Borrower Borrowers and the Lenders.

Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent shall determine or be notified by the Required Lenders Majority Banks that (a) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR 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 LIBOR Rate Loans during such periodPeriod, 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 (i) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, shall be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Base Rate Loans, (ii) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iii) the obligations of the Lenders Banks to make LIBOR Rate Loans shall be suspended, in each case, suspended until the Agent or the Majority Banks determines in good faith that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent upon the instruction of the Majority Banks, shall promptly so notify the Borrower and the LendersBanks.

Inability to Determine LIBOR Rate. In the event, prior to the --------- -- --------- ----- ---- commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent shall determine or be notified by the Required Lenders Majority Banks that (a) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR 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 LIBOR Rate Loans during such periodPeriod, 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 (ia) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, shall be deemed a request for, or in the case of such for a Conversion Request, a request for continuation of, Base Rate LoansLoan, (iib) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iiic) the obligations of the Lenders Banks to make LIBOR Rate Loans shall be suspended, in each case, suspended until the Agent or the Majority Banks determines in good faith that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent upon the instruction of the Majority Banks shall promptly so notify the Borrower and the LendersBanks.

Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent Agents shall determine or be notified by the Required Lenders Majority Banks that (a) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (b) the LIBOR 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 LIBOR Rate Loans during such periodPeriod, the Agent Agents 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 (i) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, shall be deemed a request for, or in the case of such a Conversion Request, a request for continuation of, Base Rate Loans, (ii) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iii) the obligations of the Lenders Banks to make LIBOR Rate Loans shall be suspended, in each case, suspended until the Agent determines in good faith Agents or the Majority Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent Agents or, as the case may be, the Agents upon the instruction of the Majority Banks, shall promptly so notify the Borrower and the LendersBanks.