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

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate AXELs, that by reason of circumstances affecting the Eurodollar market adequate and fair means do not exist for ascertaining the interest rate applicable to such Eurodollar Rate AXELs on the basis provided for in the definition of Adjusted Eurodollar Rate, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company and each Lender of such determination, whereupon (i) no AXELs may be converted to Eurodollar Rate AXELs until such time as Administrative Agent notifies Company and Lenders that the circumstances giving rise to such notice no longer exist and (ii) any Notice of Conversion/Continuation given by Company with respect to the AXELs in respect of which such determination was made shall be deemed to be rescinded by Company.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate AXELsLoans, that by reason of circumstances affecting the interbank Eurodollar market adequate and fair means do not exist for ascertaining the interest rate applicable to such Eurodollar Rate AXELs Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company and each Lender of such determination, whereupon (i) no AXELs Loans may be made as, or converted to to, Eurodollar Rate AXELs Loans until such time as Administrative Agent notifies Company and such Lenders that the circumstances giving rise to such notice no longer exist and (ii) any Notice of Borrowing or Notice of Conversion/Continuation given by Company with respect to the AXELs Loans in respect of which such determination was made shall be deemed to be rescinded by Company.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto)reasonably determined, on any Interest Rate Determination Date with respect to any Eurodollar Rate AXELsLoans, that by reason of circumstances affecting the interbank Eurodollar market adequate and fair means do not exist for ascertaining the interest rate applicable to such Eurodollar Rate AXELs Revolving Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company and each Lender of such determination, whereupon (i) no AXELs Revolving Loans may be made as, or converted to to, Eurodollar Rate AXELs Loans until such time as Administrative Agent notifies Company and Lenders that the circumstances giving rise to such notice no longer exist and (ii) any Notice of Borrowing or Notice of Conversion/Continuation given by Company with respect to the AXELs Revolving Loans in respect of which such determination was made shall be deemed to be rescinded by Company.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate AXELsLoans, that by reason of circumstances affecting the interbank Eurodollar market adequate and fair means do not exist for ascertaining the interest rate applicable to such Eurodollar Rate AXELs Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company and each Lender of such determination, whereupon (i) no AXELs may be converted each such Loan shall bear interest at a rate per annum equal to Eurodollar the Alternate Base Rate AXELs in effect from time to time plus the Applicable Spread, less 1.50%, until such time as Administrative Agent notifies Company and Lenders that the circumstances giving rise to such notice no longer exist and (ii) any Notice of Conversion/Continuation Borrowing given by Company with respect to the AXELs Loans in respect of which such determination was made shall be deemed to be rescinded by Company.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties heretohereto absent manifest error), on any Interest Rate Determination Date with respect to any Eurodollar Eurocurrency Rate AXELsLoans, that by reason of circumstances affecting the Eurodollar applicable interbank market adequate and fair reasonable means do not exist for ascertaining the interest rate applicable to such Eurodollar Rate AXELs Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company and each Lender of such determination, whereupon (i) no AXELs Loans may be made as, or converted to Eurodollar to, Eurocurrency Rate AXELs Loans until such time as Administrative Agent notifies Company and Lenders that the circumstances giving rise to such notice no longer exist exist, and (ii) any Funding Notice of or Conversion/Continuation Notice given by the Company with respect to the AXELs Loans in respect of which such determination was made shall be deemed to be rescinded by the Company.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate AXELsLoans, that by reason of circumstances affecting the Eurodollar London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such Eurodollar Rate AXELs Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company and each Lender of such determination, whereupon (i) no AXELs Loans may be made as, or converted to to, Eurodollar Rate AXELs Loans until such time as Administrative Agent notifies Company and Lenders that the circumstances giving rise to such notice no longer exist and (ii) any Notice of Borrowing or Notice of Conversion/Continuation given by Company with respect to the AXELs Loans in respect of which such determination was made shall be deemed to be rescinded by Company.

Inability to Determine Applicable Interest Rate. In the event ----------------------------------------------- that Administrative Agent shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate AXELsLoans, that by reason of circumstances arising after the date of this Agreement affecting the Eurodollar market London interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such Eurodollar Rate AXELs Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, Administrative Agent shall on such date give notice (by telefacsimile telecopy or by telephone confirmed in writing) to Company and each Lender of such determination, whereupon (i) no AXELs Loans may be made as, or converted to to, Eurodollar Rate AXELs Loans, until such time as Administrative Agent notifies Company and Lenders that the circumstances giving rise to such notice no longer exist (such notification not to be unreasonably withheld or delayed) and (ii) any Notice of Borrowing or Notice of Conversion/Continuation given by Company with respect to the AXELs Loans in respect of which such determination was made shall be deemed to be rescinded by Company.

Inability to Determine Applicable Interest Rate. In the event ----------------------------------------------- that Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate AXELsLoans, that by reason of circumstances affecting the Eurodollar London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such Eurodollar Rate AXELs Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company and each Lender of such determination, whereupon (i) no AXELs Loans may be made as, or converted to to, Eurodollar Rate AXELs Loans until such time as Administrative Agent notifies Company and Lenders that the circumstances giving rise to such notice no longer exist exist, and (ii) any Funding Notice of or Conversion/Continuation Notice given by Company with respect to the AXELs Loans in respect of which such determination was made shall be deemed to be rescinded by Company.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate AXELsLoans, that by reason of circumstances arising after the date of this Agreement affecting the Eurodollar market London interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such Eurodollar Rate AXELs Loans on the basis provided for in the definition of Reserve Adjusted Eurodollar Rate, Rate Administrative Agent shall on such date give notice (by telefacsimile telecopy or by telephone confirmed in writing) to Company and each Lender of such determination, whereupon (i) no AXELs Loans may be made as, or converted to to, Eurodollar Rate AXELs Loans, until such time as Administrative Agent notifies Company and Lenders that the circumstances giving rise to such notice no longer exist (such notification not to be unreasonably withheld or delayed) and (ii) any Notice of Borrowing or Notice of Conversion/Continuation given by Company with respect to the AXELs Loans in respect of which such determination was made shall be deemed to be rescinded by Company.

Inability to Determine Applicable Interest Rate. In the event ----------------------------------------------- that Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate AXELsLoans, that by reason of circumstances affecting the Eurodollar London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such Eurodollar Rate AXELs Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company and each Lender of such determination, whereupon (i) no AXELs Loans may be converted to made as Eurodollar Rate AXELs Loans until such time as Administrative Agent notifies Company and Lenders that the circumstances giving rise to such notice no longer exist exist, and (ii) any Funding Notice of Conversion/Continuation given by Company with respect to the AXELs Loans in respect of which such determination was made shall be deemed to be rescinded by Company.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate AXELsLoans, that by reason of circumstances arising after the date of 55 this Agreement affecting the Eurodollar market London interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such Eurodollar Rate AXELs Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, Administrative Agent shall on such date give notice (by telefacsimile telecopy or by telephone confirmed in writing) to Company and each Lender of such determination, whereupon (i) no AXELs Loans may be made as, or converted to to, Eurodollar Rate AXELs Loans, until such time as Administrative Agent notifies Company and Lenders that the circumstances giving rise to such notice no longer exist (such notification not to be unreasonably withheld or delayed) and (ii) any Notice of Borrowing or Notice of Conversion/Continuation given by Company with respect to the AXELs Loans in respect of which such determination was made shall be deemed to be rescinded by Company.

Inability to Determine Applicable Interest Rate. In the ----------------------------------------------- event that Administrative Agent shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate AXELsLoans, that by reason of circumstances arising after the date of this Agreement affecting the Eurodollar market London interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such Eurodollar Rate AXELs Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, Administrative Agent shall on such date give notice (by telefacsimile telecopy or by telephone confirmed in writing) to Company and each Lender of such determination, whereupon (i) no AXELs Loans may be made as, or converted to to, Eurodollar Rate AXELs Loans, until such time as Administrative Agent notifies Company and Lenders that the circumstances giving rise to such notice no longer exist (such notification not to be unreasonably withheld or delayed) and (ii) any Notice of Borrowing or Notice of Conversion/Continuation given by Company with respect to the AXELs Loans in respect of which such determination was made shall be deemed to be rescinded by Company.

Inability to Determine Applicable Interest Rate. In the event that Administrative the Agent shall have determined (which determination shall absent manifest error be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate AXELsLoans, that by reason of circumstances affecting the interbank Eurodollar market adequate and fair means do not exist for ascertaining the interest rate applicable to such Eurodollar Rate AXELs Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, Administrative the Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Company and each Lender of such determination, whereupon (i) no AXELs Loans may be made as, or converted to Eurodollar Rate AXELs Loans until such time as Administrative the Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist and (ii) any Notice of Conversion/Borrowing or Notice of Continuation given by the Company with respect to the AXELs Loans in respect of which such determination was made shall be deemed to contain a request that such Loans be rescinded by Companymade as or converted to Base Rate Loans.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate AXELsTerm Loans, that by reason of circumstances affecting the Eurodollar London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such Eurodollar Rate AXELs Term Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Company and each Lender of such determination, whereupon (i) no AXELs Term Loans may be converted made or maintained with an interest rate based on the Adjusted Eurodollar Rate, and instead will be made and maintained with an interest rate equal to Eurodollar the Base Rate AXELs plus 6.00% per annum, until such time as the Administrative Agent notifies the Company and Lenders that the circumstances giving rise to such notice no longer exist exist, and (ii) any Funding Notice of Conversion/or Continuation Notice given by the Company with respect to the AXELs Term Loans in respect of which such determination was made shall be deemed to be rescinded by the Company.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate AXELsLoans, that by reason of circumstances affecting the interbank Eurodollar market adequate and fair means do not exist for ascertaining the interest rate applicable to such Eurodollar Rate AXELs Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Company and each Lender of such determination, whereupon (i) no AXELs Loans may be made as, or converted to to, Eurodollar Rate AXELs Loans until such time as Administrative Agent notifies Company and such Lenders that the circumstances giving rise to such notice no longer exist and (ii) any Notice of Borrowing or Notice of Conversion/Continuation given by Company with respect to the AXELs Loans in respect of which such determination was made shall be deemed to be rescinded by Company.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate AXELsLoans, that by reason of circumstances affecting the Eurodollar London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such Eurodollar Rate AXELs Term Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company and each Lender of such determination, whereupon (i) no AXELs Term Loans may be made as, or converted to to, Eurodollar Rate AXELs Loans until such time as Administrative Agent notifies Company and Lenders that the circumstances giving rise to such notice no longer exist exist, and (ii) any Funding Notice of or Conversion/Continuation Notice given by Company with respect to the AXELs Term Loans in respect of which such determination was made shall be deemed to be rescinded by Company.

Inability to Determine Applicable Interest Rate. In the event that Administrative the Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate AXELsLoans, that by reason of circumstances affecting the interbank Eurodollar market adequate and fair means do not exist for ascertaining the interest rate applicable to such Eurodollar Rate AXELs Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, Administrative the Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Company and each Lender of such determination, whereupon (i) no AXELs Loans may be converted to to, Eurodollar Rate AXELs Loans until such time as Administrative the Agent notifies the Company and Lenders that the circumstances giving rise to such notice no longer exist and (ii) any Notice of Conversion/Continuation given by the Company with respect to the AXELs Loans in respect of which such determination was made shall be deemed to be rescinded by the Company.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate AXELsLoans, that by reason of circumstances affecting the interbank Eurodollar market adequate and fair means do not exist for ascertaining the interest rate applicable to such Eurodollar Rate AXELs Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company and each Lender of such determination, whereupon (i) no AXELs Loans may be converted to Eurodollar Rate AXELs Loans until such time as Administrative Agent notifies Company and Lenders that the circumstances giving rise to such notice no longer exist and (ii) any Notice of Conversion/Continuation given by Company with respect to the AXELs Loans in respect of which such determination was made shall be deemed to be rescinded by Company.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate AXELsLoans, that by reason of circumstances arising after the date of this Agreement affecting the Eurodollar market London interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such Eurodollar Rate AXELs Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, Rate Administrative Agent shall on such date give notice (by telefacsimile telecopy or by telephone confirmed in writing) to Company and each Lender of such determination, whereupon (i) no AXELs Loans may be made as, or converted to to, Eurodollar Rate AXELs Loans, until such time as Administrative Agent notifies Company and Lenders that the circumstances giving rise to such notice no longer exist (such notification not to be unreasonably withheld or delayed) and (ii) any Notice of Borrowing or Notice of Conversion/Continuation given by Company with respect to the AXELs Loans in respect of which such determination was made shall be deemed to be rescinded by Company.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent shall have determined (which determination shall shall, absent manifest error, be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate AXELsLoans, that by reason of circumstances circum stances affecting the Eurodollar London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such Eurodollar Rate AXELs Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company and each Lender of 62 such determination, whereupon (i) no AXELs Loans may be made as, or converted to to, Eurodollar Rate AXELs Loans until such time as Administrative Agent notifies Company and Lenders that the circumstances giving rise to such notice no longer exist and (ii) any Notice of Borrowing or Notice of Conversion/Continuation given by Company with respect to the AXELs Loans in respect of which such determination was made shall be deemed to be rescinded by Company.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent Facility Manager shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate AXELsLoans, that by reason of circumstances affecting the interbank Eurodollar market adequate and fair means do not exist for ascertaining the interest rate applicable to such Eurodollar Rate AXELs Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, Administrative Agent Facility Manager shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company and each Lender of such determination, whereupon (i) no AXELs Loans may be made as, or converted to to, Eurodollar Rate AXELs Loans until such time as Administrative Agent Facility Manager notifies Company and Lenders that the circumstances giving rise to such notice no longer exist and (ii) any Notice of Borrowing or Notice of Conversion/Continuation given by Company with respect to the AXELs Loans in respect of which such determination was made shall be deemed to be rescinded by Company.

Inability to Determine Applicable Interest Rate. In the event that Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate AXELsLoans, that by reason of circumstances affecting the interbank Eurodollar market adequate and fair means do not exist for ascertaining the interest rate applicable to such Eurodollar Rate AXELs Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company and each Lender of such determination, whereupon (i) no AXELs Loans may be made as, or converted to to, Eurodollar Rate AXELs Loans until such time as Administrative Agent notifies Company and Lenders that the circumstances giving rise to such notice no longer exist and (ii) any Notice of Conversion/Continuation given by Company with respect to the AXELs Loans in respect of which such determination was made shall be deemed to be rescinded by Company.

Inability to Determine Applicable Interest Rate. In the event that Administrative Administra tive Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate AXELsLoans, that by reason of circumstances affecting the interbank Eurodollar market adequate and fair means do not exist for ascertaining the interest rate applicable to such Eurodollar Rate AXELs Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, Administrative Agent shall on such 50 date give notice (by telefacsimile or by telephone confirmed in writing) to Company and each Lender of such determination, whereupon (i) no AXELs Loans may be made as, or converted to to, Eurodollar Rate AXELs Loans until such time as Administrative Agent notifies Company and Lenders that the circumstances giving rise to such notice no longer exist and (ii) any Notice of Borrowing or Notice of Conversion/Continuation given by Company with respect to the AXELs Loans in respect of which such determination was made shall be deemed to be rescinded by Company.