Common use of Inability to Determine Rate Clause in Contracts

Inability to Determine Rate. 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 then outstanding aggregate unpaid principal amount such Loans in such currency notify the Administrative Agent 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 absent manifest error) that adequate and reasonable means do not exist for ascertaining the LIBO Rate for Loan in such currency the Administrative Agent shall forthwith so notify the affected Borrower and the Lenders, whereupon: (i) the obligation of the Lenders to make, continue or convert any Loans into, such LIBO Rate Loans in the affected currency shall be suspended; (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 therefor, Convert into a Base Rate Loan, until the Administrative Agent shall notify the affected Borrowers that such Lenders have determined that the circumstances causing such suspension no longer exist.

Inability to Determine Rate. 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 In the then outstanding aggregate unpaid principal amount such Loans in such currency notify event that the Administrative Agent 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 shall have reasonably determined (which determination shall be conclusive absent manifest errorand 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 Loan in such currency any Interest Period, the Administrative Agent shall forthwith so notify give telephonic notice of such determination to each Lender and to the affected Borrower and the Lenders, whereupon: Borrower. If such notice is given: (i1) the obligation no portion of the Lenders to make, continue or convert any Loans into, such may be funded as a LIBO Rate Loans in Loan, (2) any Base Rate Loan that was to have been converted to a LIBO Rate Loan shall, subject to the affected currency provisions hereof, be continued as a Base Rate Loan, and (3) any outstanding LIBO Rate Loan shall be suspended; (ii) if an Offshore Currency is the affected currency, the affected Borrower shallconverted, 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 thereforapplicable thereto, Convert into to a Base Rate Loan. Until such notice has been withdrawn by the Administrative Agent, until 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 notify withdraw such notice in the affected Borrowers that such Lenders have determined event that the circumstances causing such suspension giving rise thereto no longer existpertain 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. 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 In the then outstanding aggregate unpaid principal amount such Loans in such currency notify event that the Administrative Agent 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 shall have reasonably determined (which determination shall be conclusive absent manifest errorand binding upon the Borrowers) that by reason of circumstances affecting the interbank market adequate and reasonable means do not exist for ascertaining the LIBO Rate for Loan in such currency any Interest Period, the Administrative Agent shall forthwith so notify give telephonic notice of such determination to each Lender and to the affected Borrower and the Lenders, whereupon: Borrowers. If such notice is given: (i1) the obligation no portion of the Lenders to make, continue or convert any Loans into, such Interim Loan may be funded as a LIBO Rate Loans in Loan, (2) any Base Rate Loan that was to have been converted to a LIBO Rate Loan shall, subject to the affected currency provisions hereof, be continued as a Base Rate Loan, and (3) any outstanding LIBO Rate Loan shall be suspended; (ii) if an Offshore Currency is the affected currency, the affected Borrower shallconverted, 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 thereforapplicable thereto, Convert into to a Base Rate Loan. Until such notice has been withdrawn by the Administrative Agent, until the 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 notify withdraw such notice in the affected Borrowers that such Lenders have determined event that the circumstances causing such suspension giving rise thereto no longer existpertain and that adequate and reasonable means exist for ascertaining the LIBO Rate for the Interest Period requested by the Borrowers, and, following withdrawal of such notice by the Administrative Agent, the 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. 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 In the then outstanding aggregate unpaid principal amount such Loans in such currency notify event that the Administrative Agent 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 shall have reasonably determined (which determination shall be conclusive absent manifest errorand binding upon the Borrowers) that by reason of circumstances affecting the interbank market adequate and reasonable means do not exist for ascertaining the LIBO Rate for Loan in such currency any Interest Period, the Administrative Agent shall forthwith so notify give telephonic notice of such determination to each Lender and to the affected Borrower and the Lenders, whereupon: Borrowers. If such notice is given: (i1) the obligation no portion of the Lenders to make, continue or convert any Loans into, such Term Loan may be funded as a LIBO Rate Loans in Loan, (2) any Base Rate Loan that was to have been converted to a LIBO Rate Loan shall, subject to the affected currency provisions hereof, be continued as a Base Rate Loan, and (3) any outstanding LIBO Rate Loan shall be suspended; (ii) if an Offshore Currency is the affected currency, the affected Borrower shallconverted, 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 thereforapplicable thereto, Convert into to a Base Rate Loan. Until such notice has been withdrawn by the Administrative Agent, until the 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 notify withdraw such notice in the affected Borrowers that such Lenders have determined event that the circumstances causing such suspension giving rise thereto no longer existpertain and that adequate and reasonable means exist for ascertaining the LIBO Rate for the Interest Period requested by the Borrowers, and, following withdrawal of such notice by the Administrative Agent, the 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. If, with respect to (a) If any LIBO Rate Loans in U.S. Dollars or any Offshore Currency, (1) Lenders owed more than fifty percent (50%) of the then outstanding aggregate unpaid principal amount such Loans in such currency notify the Administrative Agent 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 Reference Bank determines (which determination shall be made in good faith and shall be conclusive absent and binding upon the Company in the absence of manifest error) that (1) by reason of circumstances then affecting the 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 the relevant Interest Period of a LIBOR Loan are not available to such Reference Bank in the inter- bank Eurodollar markets, then such currency Reference Bank shall forthwith give notice (a "Rate Notice") of such determination to the Company and the Administrative Agent (who shall forthwith so notify the affected Borrower Banks), whereupon, until such Reference Bank shall notify the Company and the LendersAdministrative Agent (who shall notify the Banks) that the circumstances giving rise to such suspension no longer exist, whereupon: (ix) the obligation obligations of each Bank to make LIBOR Loans shall be suspended and (y) the Company shall repay in full, without premium or penalty, the then outstanding principal amount of the Lenders to makeLIBOR Loans affected, continue or convert any Loans into, such LIBO Rate Loans in the affected currency shall be suspended; (ii) if an Offshore Currency is the affected currency, the affected Borrower shalltogether with accrued interest thereon, on the last day of the then existing current Interest PeriodPeriod for 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, prepay in full such LIBO the Company shall, concurrently with repaying the LIBOR Loans pursuant to this subsection, be deemed to have requested and received Base Rate Loans in an equal principal amount from each Bank. (b) Notwithstanding the affected currency foregoing, the Company may (providedi) prior to the repayment of outstanding LIBOR Loans pursuant to Section 2.9(a), that if within two (2) Business Days after receipt of a Rate Notice from one of the affected Borrower shall fail Reference Banks, and (ii) at any time after the suspension of Banks' obligations to prepay such LIBO Rate make LIBOR Loans and the repayment by the Company of outstanding LIBOR Loans in accordance with the affected currency as required under this clause (iiprovisions of Section 2.9(a), on and after with 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 consent of the then existing Interest Period thereforMajority Banks, Convert into designate one or more Banks to replace the Reference Bank(s) which delivered such a Base Rate LoanNotice. Upon acceptance of such designation as a replacement Reference Bank, until 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 at which time such Reference Bank(s) shall notify the affected Borrowers that such Lenders have determined that Administrative Agent and the circumstances causing Company as to whether it will (x) continue the Rate Notice delivered by its predecessor, in which case the provisions of Section 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 no longer existor repayment shall then occur, or continue to be operative, as the case may be.