Common use of Inability to Determine Rate Clause in Contracts

Inability to Determine Rate. In the event that the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank market adequate and reasonable means do not exist for ascertaining the LIBO Rate for any Interest Period, the Administrative Agent shall forthwith give telephonic notice of such determination to each Lender and to the Borrower. If such notice is given: (1) no portion of the Term Loan may be funded as a LIBO Rate Loan, (2) any Base Rate Loan that was to have been converted to a LIBO Rate Loan shall, subject to the provisions hereof, be continued as a Base Rate Loan, and (3) any outstanding LIBO Rate Loan shall be converted, on the last day of the Interest Period applicable thereto, to a Base Rate Loan. Until such notice has been withdrawn by the Administrative Agent, the Borrower shall not have the right to convert any Base Rate Loan to a LIBO Rate Loan or to continue a LIBO Rate Loan as such. The Administrative Agent shall withdraw such notice in the event that the circumstances giving rise thereto no longer pertain and that adequate and reasonable means exist for ascertaining the LIBO Rate for the Interest Period requested by the Borrower, and, following withdrawal of such notice by the Administrative Agent, the Borrower shall have the right to convert any Base Rate Loan to a LIBO Rate Loan and to continue any LIBO Rate Loan as such in accordance with the terms and conditions of this Agreement.

Inability to Determine Rate. In If, with respect to any LIBO Rate Loans in U.S. Dollars or any Offshore Currency, (1) Lenders owed more than fifty percent (50%) of the event that then outstanding aggregate unpaid principal amount such Loans in such currency notify the Administrative Agent shall have reasonably determined that the LIBO Rate for any Interest Period for such Loans in such currency will not adequately reflect the cost to such Lenders of making, funding or maintaining their LIBO Rate Loans in such currency for such Interest Period, or (2) the Administrative Agent determines (which determination shall be conclusive and binding upon the Borrowerabsent manifest error) that by reason of circumstances affecting the interbank market adequate and reasonable means do not exist for ascertaining the LIBO Rate for any Interest Period, Loan in such currency the Administrative Agent shall forthwith give telephonic notice of such determination to each Lender so notify the affected Borrower and to the Borrower. If such notice is given: Lenders, whereupon: (1i) no portion the obligation of the Term Loan may be funded as a Lenders to make, continue or convert any Loans into, such LIBO Rate Loan, (2) any Base Rate Loan that was to have been converted to a LIBO Rate Loan shall, subject to Loans in the provisions hereof, be continued as a Base Rate Loan, and (3) any outstanding LIBO Rate Loan affected currency shall be convertedsuspended; (ii) if an Offshore Currency is the affected currency, the affected Borrower shall, on the last day of the then existing Interest Period, prepay in full such LIBO Rate Loans in the affected currency (provided, that if the affected Borrower shall fail to prepay such LIBO Rate Loans in the affected currency as required under this clause (ii), on and after the date such prepayment is due, the interest for the LIBO Rate Loans in the affected currency shall be calculated, including for purposes of any interest required under Section 2.5(c), based on the Base Rate); and (iii) if U.S. Dollars are the affected currency, each such LIBO Rate Loan denominated in U.S. Dollars will automatically, on the last day of the then existing Interest Period applicable theretotherefor, to Convert into a Base Rate Loan. Until such notice has been withdrawn by , until the Administrative Agent, the Borrower shall not have the right to convert any Base Rate Loan to a LIBO Rate Loan or to continue a LIBO Rate Loan as such. The Administrative Agent shall withdraw notify the affected Borrowers that such notice in the event Lenders have determined that the circumstances giving rise thereto causing such suspension no longer pertain and that adequate and reasonable means exist for ascertaining the LIBO Rate for the Interest Period requested by the Borrower, and, following withdrawal of such notice by the Administrative Agent, the Borrower shall have the right to convert any Base Rate Loan to a LIBO Rate Loan and to continue any LIBO Rate Loan as such in accordance with the terms and conditions of this Agreementexist.

Inability to Determine Rate. In the event that the Administrative Agent shall have reasonably determined (a) If any Reference Bank determines (which determination shall be made in good faith and shall be conclusive and binding upon the BorrowerCompany in the absence of manifest error) that (1) by reason of circumstances then affecting the interbank market inter-bank Eurodollar markets, adequate and reasonable means do not or will not exist for ascertaining the LIBO Rate applicable to any LIBOR Loan, or (2) Dollar deposits in the relevant amounts and for any the relevant Interest PeriodPeriod of a LIBOR Loan are not available to such Reference Bank in the inter- bank Eurodollar markets, the Administrative Agent then such Reference Bank shall forthwith give telephonic notice (a "Rate Notice") of such determination to the Company and the Administrative Agent (who shall notify the Banks), whereupon, until such Reference Bank shall notify the Company and the Administrative Agent (who shall notify the Banks) that the circumstances giving rise to such suspension no longer exist, (x) the obligations of each Lender Bank to make LIBOR Loans shall be suspended and to (y) the Borrower. If such notice is given: (1) no portion Company shall repay in full, without premium or penalty, the then outstanding principal amount of the Term Loan may be funded as a LIBO Rate LoanLIBOR Loans affected, (2) any Base Rate Loan that was to have been converted to a LIBO Rate Loan shall, subject to the provisions hereof, be continued as a Base Rate Loan, and (3) any outstanding LIBO Rate Loan shall be convertedtogether with accrued interest thereon, on the last day of the then current Interest Period applicable theretofor such LIBOR Loans. Unless the Company notifies the Administrative Agent of a conversion in accordance with Section 2.6 after receiving a Rate Notice from one of the Reference Banks pursuant to this subsection, the Company shall, concurrently with repaying the LIBOR Loans pursuant to a this subsection, be deemed to have requested and received Base Rate Loan. Until such notice has been withdrawn Loans in an equal principal amount from each Bank. (b) Notwithstanding the foregoing, the Company may (i) prior to the repayment of outstanding LIBOR Loans pursuant to Section 2.9(a), within two (2) Business Days after receipt of a Rate Notice from one of the Reference Banks, and (ii) at any time after the suspension of Banks' obligations to make LIBOR Loans and the repayment by the Administrative Agent, the Borrower shall not have the right to convert any Base Rate Loan to a LIBO Rate Loan or to continue a LIBO Rate Loan as such. The Administrative Agent shall withdraw such notice in the event that the circumstances giving rise thereto no longer pertain and that adequate and reasonable means exist for ascertaining the LIBO Rate for the Interest Period requested by the Borrower, and, following withdrawal Company of such notice by the Administrative Agent, the Borrower shall have the right to convert any Base Rate Loan to a LIBO Rate Loan and to continue any LIBO Rate Loan as such outstanding LIBOR Loans in accordance with the terms provisions of Section 2.9(a), with the consent of the Majority Banks, designate one or more Banks to replace the Reference Bank(s) which delivered such a Rate Notice. Upon acceptance of such designation as a replacement Reference Bank, such replacement Reference Bank or Reference Banks shall promptly notify the Administrative Agent of such acceptance at which time such replacement Reference Bank or Reference Banks shall for all purposes be deemed a Reference Bank hereunder, and conditions at which time such Reference Bank(s) shall notify the Administrative Agent and the Company as to whether it will (x) continue the Rate Notice delivered by its predecessor, in which case the provisions of this AgreementSection 2.9(a) regarding the suspension of Banks' obligations to make LIBOR Loans and the repayment of outstanding LIBOR Loans shall be operative, or (y) withdraw the Rate Notice delivered by its predecessor, in which case, no such suspension or repayment shall then occur, or continue to be operative, as the case may be.

Inability to Determine Rate. In the event that the Administrative Agent shall have reasonably determined (a) If any Reference Bank determines (which determination shall be made in good faith and shall be conclusive and binding upon the BorrowerCompany in the absence of manifest error) that (1) by reason of circumstances then affecting the interbank market inter-bank Eurodollar markets, adequate and reasonable means do not or will not exist for ascertaining the LIBO Rate applicable to any LIBOR Loan, or (2) Dollar deposits in the relevant amounts and for any the relevant Interest PeriodPeriod of a LIBOR Loan are not available to such Reference Bank in the inter-bank Eurodollar markets, the Administrative Agent then such Reference Bank shall forthwith give telephonic notice (a "Rate Notice") of such determination to the Company and the Administrative Agent (who shall notify the Banks), whereupon, until such Reference Bank shall notify the Company and the Administrative Agent (who shall notify the Banks) that the circumstances giving rise to such suspension no longer exist, (x) the obligations of each Lender Bank to make LIBOR Loans shall be suspended and to (y) the Borrower. If such notice is given: (1) no portion Company shall repay in full, without premium or penalty, the then outstanding principal amount of the Term Loan may be funded as a LIBO Rate LoanLIBOR Loans affected, (2) any Base Rate Loan that was to have been converted to a LIBO Rate Loan shall, subject to the provisions hereof, be continued as a Base Rate Loan, and (3) any outstanding LIBO Rate Loan shall be convertedtogether with accrued interest thereon, on the last day of the then current Interest Period applicable theretofor such LIBOR Loans. Unless the Company notifies the Administrative Agent of a conversion in accordance with Section 2.6 after receiving a Rate Notice from one of the Reference Banks pursuant to this subsection, the Company shall, concurrently with repaying the LIBOR Loans pursuant to this subsection, be deemed to have requested and received Reference Loans in an equal principal amount from each Bank. (b) Notwithstanding the foregoing, the Company may (i) prior to the repayment of outstanding LIBOR Loans pursuant to Section 2.9(a), within two (2) Business Days after receipt of a Base Rate Loan. Until such notice has been withdrawn Notice from one of the Reference Banks, and (ii) at any time after the suspension of Banks' obligations to make LIBOR Loans and the repayment by the Administrative Agent, the Borrower shall not have the right to convert any Base Rate Loan to a LIBO Rate Loan or to continue a LIBO Rate Loan as such. The Administrative Agent shall withdraw such notice in the event that the circumstances giving rise thereto no longer pertain and that adequate and reasonable means exist for ascertaining the LIBO Rate for the Interest Period requested by the Borrower, and, following withdrawal Company of such notice by the Administrative Agent, the Borrower shall have the right to convert any Base Rate Loan to a LIBO Rate Loan and to continue any LIBO Rate Loan as such outstanding LIBOR Loans in accordance with the terms provisions of Section 2.9(a), with the consent of the Majority Banks, designate one or more Banks to replace the Reference Bank(s) which delivered such a Rate Notice. Upon acceptance of such designation as a replacement Reference Bank, such replacement Reference Bank or Reference Banks shall promptly notify the Administrative Agent of such acceptance at which time such replacement Reference Bank or Reference Banks shall for all purposes be deemed a Reference Bank hereunder, and conditions at which time such Reference Bank(s) shall notify the Administrative Agent and the Company as to whether it will (x) continue the Rate Notice delivered by its predecessor, in which case the provisions of this AgreementSection 2.9(a) regarding the suspension of Banks' obligations to make LIBOR Loans and the repayment of outstanding LIBOR Loans shall be operative, or (y) withdraw the Rate Notice delivered by its predecessor, in which case, no such suspension or repayment shall then occur, or continue to be operative, as the case may be.

Inability to Determine Rate. In the event that the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the BorrowerBorrowers) that by reason of circumstances affecting the interbank market adequate and reasonable means do not exist for ascertaining the LIBO Rate for any Interest Period, the Administrative Agent shall forthwith give telephonic notice of such determination to each Lender and to the BorrowerBorrowers. If such notice is given: (1) no portion of the Term Interim Loan may be funded as a LIBO Rate Loan, (2) any Base Rate Loan that was to have been converted to a LIBO Rate Loan shall, subject to the provisions hereof, be continued as a Base Rate Loan, and (3) any outstanding LIBO Rate Loan shall be converted, on the last day of the Interest Period applicable thereto, to a Base Rate Loan. Until such notice has been withdrawn by the Administrative Agent, the Borrower Borrowers shall not have the right to convert any Base Rate Loan to a LIBO Rate Loan or to continue a LIBO Rate Loan as such. The Administrative Agent shall withdraw such notice in the event that the circumstances giving rise thereto no longer pertain and that adequate and reasonable means exist for ascertaining the LIBO Rate for the Interest Period requested by the BorrowerBorrowers, and, following withdrawal of such notice by the Administrative Agent, the Borrower Borrowers shall have the right to convert any Base Rate Loan to a LIBO Rate Loan and to continue any LIBO Rate Loan as such in accordance with the terms and conditions of this Agreement.

Inability to Determine Rate. In the event that the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank market adequate and reasonable means do not exist for ascertaining the LIBO Rate for any Interest Period, the Administrative Agent shall forthwith give telephonic notice of such determination to each Lender and to the Borrower. If such notice is given: (1) no portion of the Term Loan Loans may be funded as a LIBO Rate Loan, (2) any Base Rate Loan that was to have been converted to a LIBO Rate Loan shall, subject to the provisions hereof, be continued as a Base Rate Loan, and (3) any outstanding LIBO Rate Loan shall be converted, on the last day of the Interest Period applicable thereto, to a Base Rate Loan. Until such notice has been withdrawn by the Administrative Agent, the Borrower shall not have the right to convert any Base Rate Loan to a LIBO Rate Loan or to continue a LIBO Rate Loan as such. The Administrative Agent shall withdraw such notice in the event that the circumstances giving rise thereto no longer pertain and that adequate and reasonable means exist for ascertaining the LIBO Rate for the Interest Period requested by the Borrower, and, following withdrawal of such notice by the Administrative Agent, the Borrower shall have the right to convert any Base Rate Loan to a LIBO Rate Loan and to continue any LIBO Rate Loan as such in accordance with the terms and conditions of this Agreement.

Inability to Determine Rate. In the event that the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the BorrowerBorrowers) that by reason of circumstances affecting the interbank market adequate and reasonable means do not exist for ascertaining the LIBO Rate for any Interest Period, the Administrative Agent shall forthwith give telephonic notice of such determination to each Lender and to the BorrowerBorrowers. If such notice is given: (1) no portion of the Term Loan may be funded as a LIBO Rate Loan, (2) any Base Rate Loan that was to have been converted to a LIBO Rate Loan shall, subject to the provisions hereof, be continued as a Base Rate Loan, and (3) any outstanding LIBO Rate Loan shall be converted, on the last day of the Interest Period applicable thereto, to a Base Rate Loan. Until such notice has been withdrawn by the Administrative Agent, the Borrower Borrowers shall not have the right to convert any Base Rate Loan to a LIBO Rate Loan or to continue a LIBO Rate Loan as such. The Administrative Agent shall withdraw such notice in the event that the circumstances giving rise thereto no longer pertain and that adequate and reasonable means exist for ascertaining the LIBO Rate for the Interest Period requested by the BorrowerBorrowers, and, following withdrawal of such notice by the Administrative Agent, the Borrower Borrowers shall have the right to convert any Base Rate Loan to a LIBO Rate Loan and to continue any LIBO Rate Loan as such in accordance with the terms and conditions of this Agreement.