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Loans or Conversion Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, in the case of such a Revolving Credit Loan Request, be deemed a request for, or in the case of such a Conversion Request, a request for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 LoansLoan, (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 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 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 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 and the Lenders.

Inability to Determine LIBOR Rate. In the eventevent that, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent shall determine or be notified by in the Required Lenders exercise of its good faith business judgment 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, and (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 (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 that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall promptly so notify the Borrower and the LendersBanks. In the event that the ability of the Borrower to obtain LIBOR Rate Loans is suspended pursuant to this ss.4.6, such suspension continues for more than thirty (30) consecutive days, and Borrower and the Banks are unable to agree upon an acceptable substitute reference rate within such 30-day period, then so long as such suspension is continuing Borrower may elect within sixty (60) days following the expiration of such initial 30-day period to prepay the Loans in full without the payment of any prepayment fee payable pursuant to ss.3.5.

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 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 Agent shall reasonably 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 shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the LendersBorrowers) to the Borrower Representative and the Lenders. In such event (ia) any Revolving Credit Loan Request for LIBOR Rate Loans or Conversion Competitive Bid Request with respect to conversion of Base Rate Loans to LIBOR Rate Loans shall be automatically withdrawn and shall, shall be deemed a request for Prime Rate Loans (in the case Revolving Credit Loans) or Absolute Competitive Bid Loans (in the case of such a Competitive Bid Loans), (b) each 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 theretothereof, become a Base Prime Rate Loan, and (iiic) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended, in each case, suspended until the Agent reasonably determines in good faith that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall promptly so notify the Borrower Representative 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 reasonably determine or be notified by the Required Lenders that (ax) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such LIBOR Rate Loan, (y) 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 (bz) the LIBOR Rate determined or to be determined for such any requested Interest Period will does not adequately and fairly reflect the cost to the Lenders of making or maintaining their funding such LIBOR Rate Loans during such periodLoan, 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 Lenders. 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, Alternate Base Rate Loans, (iib) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating theretothereof, become a an Alternate Base Rate Loan, and (iiic) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended (to the extent of the affected Interest Periods), and in the event of a determination described in the preceding sentence with respect to the LIBOR Rate component of the Alternate Base Rate, the utilization of the LIBOR Rate component in determining the Alternate Base Rate shall be suspended, in each case, until the Administrative Agent reasonably 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 Administrative Agent shall determine or be notified by the Required Lenders that (a) adequate and reasonable methods means do not temporarily exist (and the conditions described in Section 2.12 do not then 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 Period, and a Benchmark replacement pursuant to Section 2.12 has not been established, including without limitation, because LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary 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 LoansLoan, (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 Lenderseach Group Agent.

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 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 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 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 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 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 and/or Liquidity Providers 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 (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 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 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 Tranche A 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 Operations Agent shall determine or be notified by the Required Lenders 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 Banks of making or maintaining their LIBOR Rate Loans during such period, the Operations 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 Notice of Borrowing 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 Overnight Rate Loans, (ii) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base an Overnight Rate Loan, and (iii) the obligations of the Lenders Banks to make LIBOR Rate Loans shall be suspended, in each case, suspended until the Operations Agent determines in good faith or the Required Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Operations Agent or, as the case may be, the Operations Agent upon the instruction of the Required 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 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 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 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 LoansLoan, (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 means 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 Period, and a Benchmark replacement pursuant to Section 2.10 or 2.11 has not been established, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary, 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 LoansLoan, (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 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 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 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 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.