Common use of Role of Reference Banks Clause in Contracts

Role of Reference Banks. In the event that the LIBO Rate cannot be determined by the method described in clause (a) of the definition of “LIBO Rate,” each Reference Bank agrees to furnish to JPMorgan Chase, as Administrative Agent, timely information for the purpose of determining the LIBO Rate in accordance with the method described in clause (b) of the definition thereof. If any one or more of the Reference Banks shall not furnish such timely information to JPMorgan Chase, as Administrative Agent, for the purpose of determining a LIBO Rate, JPMorgan Chase, as Administrative Agent, shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. If fewer than two Reference Banks furnish timely information to JPMorgan Chase, as Administrative Agent, for determining the LIBO Rate for any LIBO Rate Advances or Floating Rate Bid Advances, as the case may be, then: (i) JPMorgan Chase, as Administrative Agent, shall forthwith notify Altria and the Lenders that the interest rate cannot be determined for such LIBO Rate Advance or Floating Rate Bid Advances, as the case may be; (ii) with respect to each LIBO Rate Advance, such Advance will, on the last day of the then existing Interest Period therefor, be prepaid by the Borrower or be automatically Converted into a Base Rate Advance; and (iii) the obligation of the Lenders to make LIBO Rate Advances or Floating Rate Bid Advances or to Convert Base Rate Advances into LIBO Rate Advances shall be suspended until JPMorgan Chase, as Administrative Agent, shall notify Altria and the Lenders that the circumstances causing such suspension no longer exist. JPMorgan Chase, as Administrative Agent, shall give prompt notice to Altria and the Lenders of the applicable interest rate determined by JPMorgan Chase, as Administrative Agent, for purposes of Section 2.04(a)(i) or (ii), and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.04(a)(ii) or the applicable LIBO Rate.

Role of Reference Banks. In the event that the LIBO Rate cannot be determined by the method described in clause (a) of the definition of “LIBO Rate,” each Reference Bank agrees to furnish to JPMorgan Chase, as the Administrative Agent, Agent timely information for the purpose of determining the LIBO Rate in accordance with the method described in clause (b) of the definition thereof. If any one or more of the Reference Banks shall not furnish such timely information to JPMorgan Chase, as the Administrative Agent, Agent for the purpose of determining a LIBO Rate, JPMorgan Chase, as the Administrative Agent, Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. If fewer than two Reference Banks furnish timely information to JPMorgan Chase, as the Administrative Agent, Agent for determining the LIBO Rate for any LIBO Rate Advances or Floating Rate Bid Advances, as the case may be, then: (i) JPMorgan Chase, as the Administrative Agent, Agent shall forthwith notify Altria Kraft Foods Group and the Lenders that the interest rate cannot be determined for such LIBO Rate Advance or Floating Rate Bid Advances, as the case may be; (ii) with respect to each LIBO Rate Advance, such Advance will, on the last day of the then existing Interest Period therefor, be prepaid by the Borrower or be automatically Converted into a Base Rate Advance; and (iii) the obligation of the Lenders to make LIBO Rate Advances or Floating Rate Bid Advances or to Convert Base Rate Advances into LIBO Rate Advances shall be suspended until JPMorgan Chase, as the Administrative Agent, Agent shall notify Altria Kraft Foods Group and the Lenders that the circumstances causing such suspension no longer exist. JPMorgan Chase, as The Administrative Agent, Agent shall give prompt notice to Altria Kraft Foods Group and the Lenders of the applicable interest rate determined by JPMorgan Chase, as the Administrative Agent, Agent for purposes of Section 2.04(a)(i) or (ii), ) and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.04(a)(ii) or the applicable LIBO Rate.

Role of Reference Banks. In the event that the LIBO Rate cannot be determined by the method described in clause (a) of the definition of “LIBO Rate,” each Reference Bank agrees to furnish to JPMorgan ChaseJPMCB, as Administrative Agent, timely information for the purpose of determining the LIBO Rate in accordance with the method described in clause (b) of the definition thereof. If any one or more of the Reference Banks shall not furnish such timely information to JPMorgan ChaseJPMCB, as Administrative Agent, for the purpose of determining a LIBO Rate, JPMorgan ChaseJPMCB, as Administrative Agent, shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. If fewer than two Reference Banks furnish timely information to JPMorgan ChaseJPMCB, as Administrative Agent, for determining the LIBO Rate for any LIBO Rate Advances or Floating Rate Bid Advances, as the case may be, then: (i) JPMorgan ChaseJPMCB, as Administrative Agent, shall forthwith notify Altria and the Lenders that the interest rate cannot be determined for such LIBO Rate Advance or Floating Rate Bid Advances, as the case may be; (ii) with respect to each LIBO Rate Advance, such Advance will, on the last day of the then existing Interest Period therefor, be prepaid by the Borrower or be automatically Converted into a Base Rate Advance; and (iii) the obligation of the Lenders to make LIBO Rate Advances or Floating Rate Bid Advances or to Convert Base Rate Advances into LIBO Rate Advances shall be suspended until JPMorgan ChaseJPMCB, as Administrative Agent, shall notify Altria and the Lenders that the circumstances causing such suspension no longer exist. JPMorgan ChaseJPMCB, as Administrative Agent, shall give prompt notice to Altria and the Lenders of the applicable interest rate determined by JPMorgan ChaseJPMCB, as Administrative Agent, for purposes of Section 2.04(a)(i) or (ii), and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.04(a)(ii) or the applicable LIBO Rate.

Role of Reference Banks. In the event that the LIBO Rate cannot be determined by the method described in clause (a) of the definition of “LIBO Rate,” each Reference Bank agrees to furnish to JPMorgan Chase, as the Administrative Agent, Agent timely information for the purpose of determining the LIBO Rate in accordance with the method described in clause (b) of the definition thereof. If any one or more of the Reference Banks shall not furnish such timely information to JPMorgan Chase, as the Administrative Agent, Agent for the purpose of determining a LIBO Rate, JPMorgan Chase, as the Administrative Agent, Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. If fewer than two Reference Banks furnish timely information to JPMorgan Chase, as the Administrative Agent, Agent for determining the LIBO Rate for any LIBO Rate Advances or Floating Rate Bid Advances, as the case may be, then: (i) JPMorgan Chase, as the Administrative Agent, Agent shall forthwith notify Altria Kraft Foods and the Lenders that the interest rate cannot be determined for such LIBO Rate Advance or Floating Rate Bid Advances, as the case may be; (ii) with respect to each LIBO Rate Advance, such Advance will, on the last day of the then existing Interest Period therefor, be prepaid by the Borrower or be automatically Converted into a Base Rate Advance; and (iii) the obligation of the Lenders to make LIBO Rate Advances or Floating Rate Bid Advances or to Convert Base Rate Advances into LIBO Rate Advances shall be suspended until JPMorgan Chase, as the Administrative Agent, Agent shall notify Altria Kraft Foods and the Lenders that the circumstances causing such suspension no longer exist. JPMorgan Chase, as The Administrative Agent, Agent shall give prompt notice to Altria Kraft Foods and the Lenders of the applicable interest rate determined by JPMorgan Chase, as the Administrative Agent, Agent for purposes of Section 2.04(a)(i) or (ii), ) and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.04(a)(ii) or the applicable LIBO Rate.

Role of Reference Banks. In the event that the LIBO Rate cannot be determined by the method described in clause (a) of the definition of “LIBO Rate,” each Reference Bank agrees to furnish to JPMorgan Chase, as Administrative Agent, timely information for the purpose of determining the LIBO Rate in accordance with the method described in clause (b) of the definition thereof. If any one or more of the Reference Banks shall not furnish such timely information to JPMorgan Chase, as Administrative Agent, for the purpose of determining a LIBO Rate, JPMorgan Chase, as Administrative Agent, shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. If fewer than two Reference Banks furnish timely information to JPMorgan Chase, as Administrative Agent, for determining the LIBO Rate for any LIBO Rate Advances or Floating Rate Bid Advances, as the case may be, then: (i) JPMorgan Chase, as Administrative Agent, shall forthwith notify Altria Kraft and the Lenders that the interest rate cannot be determined for such LIBO Rate Advance or Floating Rate Bid Advances, as the case may be; (ii) with respect to each LIBO Rate Advance, such Advance will, on the last day of the then existing Interest Period therefor, be prepaid by the Borrower or be automatically Converted into a Base Rate Advance; and (iii) the obligation of the Lenders to make LIBO Rate Advances or Floating Rate Bid Advances or to Convert Base Rate Advances into LIBO Rate Advances shall be suspended until JPMorgan Chase, as Administrative Agent, shall notify Altria Kraft and the Lenders that the circumstances causing such suspension no longer exist. JPMorgan Chase, as Administrative Agent, shall give prompt notice to Altria Kraft and the Lenders of the applicable interest rate determined by JPMorgan Chase, as Administrative Agent, for purposes of Section 2.04(a)(i) or (ii), and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.04(a)(ii) or the applicable LIBO Rate.

Role of Reference Banks. In the event that the LIBO Rate cannot be determined by the method described in clause (a) of the definition of “"LIBO Rate,” " each Reference Bank agrees to furnish to JPMorgan Chase, as Administrative Agent, timely information for the purpose of determining the LIBO Rate in accordance with the method described in clause (b) of the definition thereof. If any one or more of the Reference Banks shall not furnish such timely information to JPMorgan Chase, as Administrative Agent, for the purpose of determining a LIBO Rate, JPMorgan Chase, as Administrative Agent, shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. If fewer than two Reference Banks furnish timely information to JPMorgan Chase, as Administrative Agent, for determining the LIBO Rate for any LIBO Rate Advances or Floating Rate Bid Advances, as the case may be, then: (i) JPMorgan Chase, as Administrative Agent, shall forthwith notify Altria Kraft and the Lenders that the interest rate cannot be determined for such LIBO Rate Advance or Floating Rate Bid Advances, as the case may be; (ii) with respect to each LIBO Rate Advance, such Advance will, on the last day of the then existing Interest Period therefor, be prepaid by the Borrower or be automatically Converted into a Base Rate Advance; and (iii) the obligation of the Lenders to make LIBO Rate Advances or Floating Rate Bid Advances or to Convert Base Rate Advances into LIBO Rate Advances shall be suspended until JPMorgan Chase, as Administrative Agent, shall notify Altria Kraft and the Lenders that the circumstances causing such suspension no longer exist. JPMorgan Chase, as Administrative Agent, shall give prompt notice to Altria Kraft and the Lenders of the applicable interest rate determined by JPMorgan Chase, as Administrative Agent, for purposes of Section 2.04(a)(i) or (ii), and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.04(a)(ii) or the applicable LIBO Rate.

Role of Reference Banks. In the event that the LIBO Rate cannot be determined by the method described in clause (a) of the definition of “LIBO Rate,” each Reference Bank agrees to furnish to JPMorgan Chase, as the Administrative Agent, Agent timely information for the purpose of determining the LIBO Rate in accordance with the method described in clause (b) of the definition thereof. If any one or more of the Reference Banks shall not furnish such timely information to JPMorgan Chase, as the Administrative Agent, Agent for the purpose of determining a LIBO Rate, JPMorgan Chase, as the Administrative Agent, Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. If fewer than two Reference Banks furnish timely information to JPMorgan Chase, as the Administrative Agent, Agent for determining the LIBO Rate for any LIBO Rate Advances or Floating Rate Bid Advances, as the case may be, then: (i) JPMorgan Chase, as the Administrative Agent, Agent shall forthwith notify Altria Kraft Foods Global and the Lenders that the interest rate cannot be determined for such LIBO Rate Advance or Floating Rate Bid Advances, as the case may be; (ii) with respect to each LIBO Rate Advance, such Advance will, on the last day of the then existing Interest Period therefor, be prepaid by the Borrower Kraft Foods Global or be automatically Converted into a Base Rate Advance; and (iii) the obligation of the Lenders to make LIBO Rate Advances or Floating Rate Bid Advances or to Convert Base Rate Advances into LIBO Rate Advances shall be suspended until JPMorgan Chase, as the Administrative Agent, Agent shall notify Altria Kraft Foods Global and the Lenders that the circumstances causing such suspension no longer exist. JPMorgan Chase, as The Administrative Agent, Agent shall give prompt notice to Altria Kraft Foods Global and the Lenders of the applicable interest rate determined by JPMorgan Chase, as the Administrative Agent, Agent for purposes of Section 2.04(a)(i) or (ii), ) and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.04(a)(ii) or the applicable LIBO Rate.

Role of Reference Banks. In the event that the LIBO Rate cannot be determined by the method described in clause (a) of the definition of “LIBO Rate,” each Reference Bank agrees to furnish to JPMorgan ChaseJPMCB, as Administrative Agent, timely information for the purpose of determining the LIBO Rate in accordance with the method described in clause (b) of the definition thereof. If any one or more of the Reference Banks shall not furnish such timely information to JPMorgan ChaseJPMCB, as Administrative Agent, for the purpose of determining a LIBO Rate, JPMorgan ChaseJPMCB, as Administrative Agent, shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. If fewer than two Reference Banks furnish timely information to JPMorgan ChaseJPMCB, as Administrative Agent, for determining the LIBO Rate for any LIBO Rate Advances or Floating Rate Bid Advances, as the case may be, then: (i) JPMorgan ChaseJPMCB, as Administrative Agent, shall forthwith notify Altria and the Lenders that the interest rate cannot be determined for such LIBO Rate Advance or Floating Rate Bid Advances, as the case may be; (ii) with respect to each LIBO Rate Advance, such Advance will, on the last day of the then existing Interest Period therefor, be prepaid by the Borrower or be automatically Converted into a Base Rate Advance; and (iii) the obligation of the Lenders to make LIBO Rate Advances or Floating Rate Bid Advances or to Convert Base Rate Advances into LIBO Rate Advances shall be suspended until JPMorgan ChaseJPMCB, as Administrative Agent, shall notify Altria and the Lenders that the circumstances causing such suspension no longer exist. JPMorgan ChaseJPMCB, as Administrative Agent, shall give prompt notice to Altria and the Lenders of the applicable interest rate determined by JPMorgan ChaseJPMCB, as Administrative Agent, for purposes of Section 2.04(a)(i) or (ii), and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.04(a)(ii) or the applicable LIBO Rate.Section

Role of Reference Banks. In the event that the LIBO Rate cannot be determined by the method described in clause (a) of the definition of “LIBO Rate,” each Reference Bank agrees to furnish to JPMorgan ChaseJPMCB, as Administrative Agent, timely information for the purpose of determining the LIBO Rate in accordance with the method described in clause (b) of the definition thereof. If any one or more of the Reference Banks shall not furnish such timely information to JPMorgan ChaseJPMCB, as Administrative Agent, for the purpose of determining a LIBO Rate, JPMorgan ChaseJPMCB, as Administrative Agent, shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. If fewer than two Reference Banks furnish timely information to JPMorgan ChaseJPMCB, as Administrative Agent, for determining the LIBO Rate for any LIBO Rate Advances or Floating Rate Bid Advances, as the case may be, then: (i) JPMorgan ChaseJPMCB, as Administrative Agent, shall forthwith notify Altria and the Lenders that the interest rate cannot be determined for such LIBO Rate Advance or Floating Rate Bid Advances, as the case may beAdvance; (ii) with respect to each LIBO Rate Advance, such Advance will, on the last day of the then existing Interest Period therefor, be prepaid by the Borrower Altria or be automatically Converted into a Base Rate Advance; and (iii) the obligation of the Lenders to make LIBO Rate Advances or Floating Rate Bid Advances or to Convert Base Rate Advances into LIBO Rate Advances shall be suspended until JPMorgan ChaseJPMCB, as Administrative Agent, shall notify Altria and the Lenders that the circumstances causing such suspension no longer exist. JPMorgan ChaseJPMCB, as Administrative Agent, shall give prompt notice to Altria and the Lenders of the applicable interest rate determined by JPMorgan ChaseJPMCB, as Administrative Agent, for purposes of Section 2.04(a)(i) or (ii2.04(a)(ii), and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate LIBO Rate Interest under Section 2.04(a)(ii) or the applicable LIBO Rate.

Role of Reference Banks. In the event that the LIBO Rate cannot be determined by the method described in clause (a) of the definition of “"LIBO Rate,” ", each Reference Bank agrees to furnish to JPMorgan Chase, as Administrative Agent, timely information for the purpose of determining the LIBO Rate in accordance with the method described in clause (b) of the definition thereof. If any one or more of the Reference Banks shall not furnish such timely information to JPMorgan Chase, as Administrative Agent, for the purpose of determining a LIBO Rate, JPMorgan Chase, as Administrative Agent, shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. If fewer than two Reference Banks furnish timely information to JPMorgan Chase, as Administrative Agent, for determining the LIBO Rate for any LIBO Rate Advances or Floating Rate Bid Advances, as the case may be, then: (i) JPMorgan Chase, as Administrative Agent, shall forthwith notify Altria Kraft and the Lenders that the interest rate cannot be determined for such LIBO Rate Advance or Floating Rate Bid Advances, as the case may be; (ii) with respect to each LIBO Rate Advance, such Advance will, on the last day of the then existing Interest Period therefor, be prepaid by the Borrower or be automatically Converted into a Base Rate Advance; and (iii) the obligation of the Lenders to make LIBO Rate Advances or Floating Rate Bid Advances or to Convert Base Rate Advances into LIBO Rate Advances shall be suspended until JPMorgan Chase, as Administrative Agent, shall notify Altria Kraft and the Lenders that the circumstances causing such suspension no longer exist. JPMorgan Chase, as Administrative Agent, shall give prompt notice to Altria Kraft and the Lenders of the applicable interest rate determined by JPMorgan Chase, as Administrative Agent, for purposes of Section 2.04(a)(i) or (ii), and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.04(a)(ii) or the applicable LIBO Rate.

Role of Reference Banks. In the event that the LIBO Rate cannot be determined by the method described in clause (a) of the definition of “"LIBO Rate,” ", each Reference Bank agrees to furnish to JPMorgan Chase, as Administrative Agent, timely information for the purpose of determining the LIBO Rate in accordance with the method described in clause (b) of the definition thereof. If any one or more of the Reference Banks shall not furnish such timely information to JPMorgan Chase, as Administrative Agent, for the purpose of determining a LIBO Rate, JPMorgan Chase, as Administrative Agent, shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. If fewer than two Reference Banks furnish timely information to JPMorgan Chase, as Administrative Agent, for determining the LIBO Rate for any LIBO Rate Advances or Floating Rate Bid Advances, as the case may be, then: (i) JPMorgan Chase, as Administrative Agent, shall forthwith notify Altria PM Companies and the Lenders that the interest rate cannot be determined for such LIBO Rate Advance or Floating Rate Bid Advances, as the case may be; (ii) with respect to each LIBO Rate Advance, such Advance will, on the last day of the then existing Interest Period therefor, be prepaid by the Borrower or be automatically Converted into a Base Rate Advance; and (iii) the obligation of the Lenders to make LIBO Rate Advances or Floating Rate Bid Advances or to Convert Base Rate Advances into LIBO Rate Advances shall be suspended until JPMorgan Chase, as Administrative Agent, shall notify Altria PM Companies and the Lenders that the circumstances causing such suspension no longer exist. JPMorgan Chase, as Administrative Agent, shall give prompt notice to Altria PM Companies and the Lenders of the applicable interest rate determined by JPMorgan Chase, as Administrative Agent, for purposes of Section 2.04(a)(i) or (ii), and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.04(a)(ii) or the applicable LIBO Rate.

Role of Reference Banks. In the event that the LIBO Rate or EURIBO Rate cannot be determined by the method described in clause (a) of the definition of “LIBO Rate,” or “EURIBO Rate”, respectively, each Reference Bank agrees to furnish to JPMorgan Chase, as the Administrative Agent, Agent timely information for the purpose of determining the LIBO Rate or the EURIBO Rate in accordance with the method described in clause (b) of the applicable definition thereof. If any one or more of the Reference Banks shall not furnish such timely information to JPMorgan Chase, as the Administrative Agent, Agent for the purpose of determining a LIBO Rate or EURIBO Rate, JPMorgan Chase, as the Administrative Agent, Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. If fewer than two Reference Banks furnish timely information to JPMorgan Chase, as the Administrative Agent, Agent for determining the LIBO Rate or EURIBO Rate for any LIBO Rate Advances or Floating Rate Bid Advances, as the case may beapplicable Advance, then: (i) JPMorgan Chase, as the Administrative Agent, Agent shall forthwith notify Altria Kraft and the Lenders that the interest rate cannot be determined for such LIBO Rate Eurocurrency Advance or Floating Rate Bid Advances, as the case may beEURIBOR Advance; (ii) with respect to each LIBO Rate AdvanceEurocurrency Advance denominated in Dollars, such Advance will, on the last day of the then existing Interest Period therefor, be prepaid by the Borrower or be automatically Converted into a Base Rate Advance; (iii) if such Advance is a Eurocurrency Advance denominated in Sterling or a EURIBOR Advance, then (x) within 15 days after any notice is delivered to Kraft pursuant to clause (i) above, the Administrative Agent and Kraft shall enter into negotiations in good faith with a view to agreeing to an alternative interest rate acceptable to Kraft and the Lenders to make or maintain Advances for the portion of the then existing Interest Period from and after the date specified in such notice as the first date for which the applicable interest rate ceases to be determinable and ending on the last day of such Interest Period and (y) if, at the expiration of 20 days from the giving of notice pursuant to clause (i) the Administrative Agent and Kraft shall not have reached an agreement, then such Advances held by each Lender will bear interest at a rate per annum specified in good faith by such Lender in a certificate (which sets out the details of the computation of the relevant rate) to represent its cost of funds therefor plus the Applicable Interest Rate Margin for such Type of Advance; and (iiiiv) the obligation of the Lenders to make LIBO Rate Eurocurrency Advances or Floating Rate Bid Advances EURIBOR Advances, or to Convert Base Rate Advances into LIBO Rate Eurocurrency Advances denominated in Dollars, as applicable, shall be suspended until JPMorgan Chase, as the Administrative Agent, Agent shall notify Altria Kraft and the Lenders that the circumstances causing such suspension no longer exist. JPMorgan Chase, as The Administrative Agent, Agent shall give prompt notice to Altria Kraft and the Lenders of the applicable interest rate determined by JPMorgan Chase, as the Administrative Agent, Agent for purposes of Section 2.04(a)(i2.04(b), (c) or (iid), and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.04(a)(ii2.04(b), (c) or (d(ii)) or the applicable LIBO Rate or EURIBO Rate.

Role of Reference Banks. In the event that the LIBO Rate cannot be determined by the method described in clause (a) of the definition of “LIBO Rate,” each Reference Bank agrees to furnish to JPMorgan ChaseJPMCB, as Administrative Agent, timely information for the purpose of determining the LIBO Rate in accordance with the method described in clause (b) of the definition thereof. If any one or more of the Reference Banks shall not furnish such timely information to JPMorgan ChaseJPMCB, as Administrative Agent, for the purpose of determining a LIBO Rate, JPMorgan ChaseJPMCB, as Administrative Agent, shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. If fewer than two Reference Banks furnish timely information to JPMorgan ChaseJPMCB, as Administrative Agent, for determining the LIBO Rate for any LIBO Rate Advances or Floating Rate Bid Advances, as the case may be, then: (i) JPMorgan ChaseJPMCB, as Administrative Agent, shall forthwith notify Altria and the Lenders that the interest rate cannot be determined for such LIBO Rate Advance or Floating Rate Bid Advances, as the case may be; (ii) with respect to each LIBO Rate Advance, such Advance will, on the last day of the then existing Interest Period therefor, be prepaid by the Borrower or be automatically Converted into a Base Rate Advance; and (iii) the obligation of the Lenders to make LIBO Rate Advances or Floating Rate Bid Advances or to Convert Base Rate Advances into LIBO Rate Advances shall be suspended until JPMorgan ChaseJPMCB, as Administrative Agent, shall notify Altria and the Lenders that the circumstances causing such suspension no longer exist. JPMorgan ChaseJPMCB, as Administrative Agent, shall give prompt notice to Altria and the Lenders of the applicable interest rate determined by JPMorgan ChaseJPMCB, as Administrative Agent, for purposes of Section 2.04(a)(i) or (ii), and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.04(a)(ii) or the applicable LIBO Rate.of

Role of Reference Banks. In the event that the LIBO Rate EURIBOR or LIBOR cannot be determined by the method described in clause (a) of the definition of “LIBO Rate,EURIBOR” or “LIBOR”, respectively, each Reference Bank agrees to furnish to JPMorgan Chase, as the Administrative Agent, Agent timely information for the purpose of determining the LIBO Rate EURIBOR or LIBOR, as applicable, in accordance with the method described in clause (b) of the applicable definition thereof. If any one or more of the Reference Banks shall not furnish such timely information to JPMorgan Chase, as the Administrative Agent, for the purpose of determining a LIBO RateEURIBOR or LIBOR, JPMorgan Chase, as the Administrative Agent, Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. If fewer than two Reference Banks furnish timely information to JPMorgan Chase, as the Administrative Agent, Agent for determining the LIBO Rate EURIBOR or LIBOR for any LIBO applicable Eurocurrency Rate Advances or Floating Rate Bid Advances, as the case may beAdvance, then: (i) JPMorgan Chase, as the Administrative Agent, Agent shall forthwith notify Altria Kraft and the Lenders that the interest rate cannot be determined for such LIBO Eurocurrency Rate Advance or Floating Rate Bid Advances, as the case may be; (ii) with respect to each LIBO if such Eurocurrency Rate Advance is a LIBOR Advance, such Advance will, on the last day of the then existing Interest Period therefor, be prepaid by the Borrower or be automatically Converted into a Base Rate Advance; (iii) if such Eurocurrency Rate Advance is a EURIBOR Advance, then (x) within 15 days after any notice is delivered to Kraft pursuant to clause (i) above, the Administrative Agent and Kraft shall enter into negotiations in good faith with a view to agreeing to an alternative interest rate acceptable to Kraft and the Lenders to make or maintain Advances for the portion of the then existing Interest Period from and after the date specified in such notice as the first date for which the applicable interest rate ceases to be determinable and ending on the last day of such Interest Period and (y) if, at the expiration of 20 days from the giving of notice pursuant to clause (i), the Administrative Agent and Kraft shall not have reached an agreement, then such Advances held by each Lender will bear interest at a rate per annum specified in good faith by such Lender in a certificate (which sets out the details of the computation of the relevant rate) to represent its cost of funds therefor plus the Applicable Interest Rate Margin; and (iiiiv) the obligation of the Lenders to make LIBO Rate EURIBOR Advances or Floating Rate Bid Advances LIBOR Advances, as applicable, or to Convert Base Rate Advances into LIBO Rate LIBOR Advances shall be suspended until JPMorgan Chase, as the Administrative Agent, Agent shall notify Altria Kraft and the Lenders that the circumstances causing such suspension no longer exist. JPMorgan Chase, as The Administrative Agent, Agent shall give prompt notice to Altria Kraft and the Lenders of the applicable interest rate determined by JPMorgan Chase, as the Administrative Agent, Agent for purposes of Section 2.04(a)(i) or (ii), and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.04(a)(ii2.04(a)(i) or (a)(ii)(y) or the applicable LIBO RateEURIBOR or LIBOR.

Role of Reference Banks. In the event that the LIBO Rate cannot be determined by the method described in clause (a) of the definition of “LIBO Rate,” each Reference Bank agrees to furnish to JPMorgan ChaseJPMCB, as Administrative Agent, timely information for the purpose of determining the LIBO Rate in accordance with the method described in clause (b) of the definition thereof. If any one or more of the Reference Banks shall not furnish such timely information to JPMorgan ChaseJPMCB, as Administrative Agent, for the purpose of determining a LIBO Rate, JPMorgan ChaseJPMCB, as Administrative Agent, shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. If fewer than two Reference Banks 20 furnish timely information to JPMorgan ChaseJPMCB, as Administrative Agent, for determining the LIBO Rate for any LIBO Rate Advances or Floating Rate Bid Advances, as the case may be, then: : (i) JPMorgan Chasei)JPMCB, as Administrative Agent, shall forthwith notify Altria and the Lenders that the interest rate cannot be determined for such LIBO Rate Advance or Floating Rate Bid Advances, as the case may be; ; (ii) with ii)with respect to each LIBO Rate Advance, such Advance will, on the last day of the then existing Interest Period therefor, be prepaid by the Borrower or be automatically Converted into a Base Rate Advance; and and (iii) the iii)the obligation of the Lenders to make LIBO Rate Advances or Floating Rate Bid Advances or to Convert Base Rate Advances into LIBO Rate Advances shall be suspended until JPMorgan ChaseJPMCB, as Administrative Agent, shall notify Altria and the Lenders that the circumstances causing such suspension no longer exist. JPMorgan ChaseJPMCB, as Administrative Agent, shall give prompt notice to Altria and the Lenders of the applicable interest rate determined by JPMorgan ChaseJPMCB, as Administrative Agent, for purposes of Section 2.04(a)(i) or (ii), and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.04(a)(ii) or the applicable LIBO Rate.