Common use of Inability to Determine Eurocurrency Rate Clause in Contracts

Inability to Determine Eurocurrency Rate. In the event, prior to the commencement of any Interest Period relating to any Eurocurrency Rate Loan, the Agent shall determine or be notified by the Majority Banks that adequate and reasonable methods do not exist for ascertaining the Eurocurrency Rate that would otherwise determine the rate of interest to be applicable to any Eurocurrency Rate Loan during any Interest Period or deposits of Dollars or the relevant Optional Currency, as the case may be, in the relevant Interest Period are not available to the Agent or the Banks in any Eurocurrency Interbank Market, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrowers and the Banks) to the Borrowers and the Banks. In such event (a) any Loan Request or Conversion Request with respect to Eurocurrency Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (b) each Eurocurrency Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, if denominated in Dollars, become a Base Rate Loan and if denominated in any Optional Currency, be repaid, and (c) the obligations of the Banks to make Eurocurrency Rate Loans or Revolving Credit Loans denominated in such Optional Currency, as the case may be, shall be suspended until the Agent or the Majority Banks determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent upon the instruction of the Majority Banks, shall so notify the Borrowers and the Banks.

Inability to Determine Eurocurrency Rate. In the event, prior to the commencement of any Interest Period relating to any Eurocurrency Rate Loan, the Administrative Agent shall determine or be notified by the Majority Banks Required Lenders that (a) adequate and reasonable methods do not exist for ascertaining the Eurocurrency Rate that would otherwise determine the rate of interest to be applicable to any Eurocurrency Rate Loan (whether in Dollars or an Alternative Currency) during any Interest Period or deposits of Dollars (b) the Eurocurrency Rate determined or the relevant Optional Currency, as the case may beto be determined for such Interest Period will not, in the relevant Interest Period are not available Administrative Agent’s reasonable opinion, adequately and fairly reflect the cost to the Agent Lenders of making or the Banks in any maintaining their Eurocurrency Interbank MarketRate Loans during such period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrowers and the BanksLenders) to the Borrowers and the BanksLenders. In such event (ai) any Loan Request or Conversion Request with respect to Eurocurrency Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (bii) each Eurocurrency Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, if denominated in Dollars, become a Base Rate Loan and if denominated in any Optional Currency, be repaidLoan, and (ciii) the obligations of the Banks Lenders to make Eurocurrency Rate Loans in the affected currency or Revolving Credit Loans denominated in such Optional Currency, as the case may be, currencies shall be suspended until the Administrative Agent or the Majority Banks determines Required Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Majority BanksRequired Lenders, shall so notify the Borrowers and the BanksLenders.

Inability to Determine Eurocurrency Rate. In the event, prior to the commencement of any Interest Period relating to any Eurocurrency Rate Loan, the Agent shall determine or be notified by the Majority Banks that adequate and reasonable methods do not exist for ascertaining the Eurocurrency Rate that would otherwise determine the rate of interest to be applicable to any Eurocurrency Rate Loan during any Interest Period or deposits of Dollars or the relevant Optional Currency, as the case may be, in the relevant Interest Period are not available to the Agent or the Banks in any Eurocurrency Interbank MarketPeriod, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrowers Borrower and the Banks) to the Borrowers Borrower and the Banks. In such event (ai) any Loan Request or Conversion Request with respect to Eurocurrency Rate Loans shall be automatically withdrawn and shall shall, in the case of Loans denominated in Dollars, be deemed a request for Base Prime Rate Loans, and in the case of any Eurocurrency Loan denominated in an Optional Currency, be withdrawn, (bii) each Eurocurrency Rate Loan denominated in Dollars will automatically, on the last day of the then current Interest Period relating thereto, if become a Prime Rate Loan, (iii) each Eurocurrency Rate Loan denominated in Dollars, become a Base Rate Loan and if denominated in any an Optional Currency, Currency will be repaidrequired to be repaid on the last day of the then current Interest Period relating thereto, and (civ) the obligations of the Banks to make Eurocurrency Rate Loans or Revolving Credit Loans denominated in such Optional Currency, as the case may be, shall be suspended until the Agent or the Majority Banks determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent upon the instruction of the Majority Banks, shall so notify the Borrowers Borrower and the Banks.

Inability to Determine Eurocurrency Rate. In the event, prior to the commencement of any Interest Period relating to any Eurocurrency Rate Loan, the Administrative Agent shall determine or be notified by the Majority Banks Required Lenders that adequate and reasonable methods do not exist for ascertaining the Eurocurrency Rate that would otherwise determine the rate of interest to be applicable to any Eurocurrency Rate Loan during any Interest Period or deposits of Dollars or the relevant Optional Currency, as the case may be, in the relevant Interest Period are not available to the Agent or the Banks in any Eurocurrency Interbank MarketPeriod, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrowers Borrower and the BanksLenders) to the Borrowers Borrower and the BanksLenders. In such event (a) any Loan Request or Conversion Request with respect to Eurocurrency Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (b) each Eurocurrency Rate Loan Loan, will automatically, on the last day of the then current Interest Period relating thereto, if denominated in Dollars, become a Base Rate Loan and if denominated in any Optional Currency, be repaidLoan, and (c) the obligations of the Banks Lenders to make Eurocurrency Rate Loans or Revolving Credit Loans denominated in such Optional Currency, as the case may be, shall be suspended until the Administrative Agent or the Majority Banks determines Required Lenders, as applicable, determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Majority BanksRequired Lenders, shall so notify the Borrowers Borrower and the BanksLenders.

Inability to Determine Eurocurrency Rate. In the event, prior to the commencement of any Interest Period relating to any Eurocurrency Rate Loan, the Agent shall determine or be notified by the Majority Banks that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate or the International Eurocurrency Rate Rate, as the case may be, that would otherwise determine the rate of interest to be applicable to any Eurocurrency Rate Loan during any Interest Period or deposits of Dollars or the relevant Optional Currency, as the case may be, in the relevant Interest Period are not available to the Agent or the Banks in any Eurocurrency Interbank MarketPeriod, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrowers applicable Borrower and the Banks) to the Borrowers and the Banks. In such event (a) any Loan Request or Conversion Request with respect to Eurocurrency Rate Loans shall be automatically withdrawn and and, in the case of Revolving Credit Loans denominated in Dollars, shall be deemed a request for Base Rate LoansLoans to be denominated in Dollars and in the case of any Eurocurrency Rate Loan denominated in an Optional Currency, shall be withdrawn, (b) each Eurocurrency Rate Loan denominated in Dollars will automatically, on the last day of the then current Interest Period relating thereto, if denominated in Dollars, become a Base Rate Loan and if each Eurocurrency Rate Loan denominated in any an Optional Currency, Currency will be repaidrequired to be repaid on the last day of the then current Interest Period relating thereto, and (c) the obligations of the Banks to make Eurocurrency Rate Loans or Revolving Credit Loans denominated in such Optional Currency, as the case may be, shall be suspended until the Agent or the Majority Banks determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent -50- 60 or, as the case may be, the Agent upon the instruction of the Majority Banks, shall so notify the Borrowers and the Banks.

Inability to Determine Eurocurrency Rate. In the event, prior to the commencement of any Interest Period relating to any Eurocurrency Rate Loan, the Agent shall determine or be notified by the Majority Banks that adequate and reasonable methods do not exist for ascertaining the Eurocurrency Rate or the International Eurocurrency Rate, as the case may be, that would otherwise determine the rate of interest to be applicable to any Eurocurrency Rate Loan during any Interest Period or deposits of Dollars or the relevant Optional Currency, as the case may be, in the relevant Interest Period are not available to the Agent or the Banks in any Eurocurrency Interbank MarketPeriod, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrowers applicable Borrower and the Banks) to the Borrowers and the Banks. In such event (a) any Loan Request or Conversion Request with respect to Eurocurrency Rate Loans shall be automatically withdrawn and and, in the case of Revolving Credit Loans denominated in Dollars or Canadian Dollars, shall be deemed a request for Base Rate LoansLoans to be denominated in Dollars or Canadian Dollars, as the case may be, and in the case of any Eurocurrency Rate Loan denominated in an Optional Currency, shall be withdrawn, (b) each Eurocurrency Rate Loan denominated in Dollars or Canadian Dollars will automatically, on the last day of the then current Interest Period relating thereto, if denominated in Dollars, become a Base Rate Loan and if each Eurocurrency Rate Loan denominated in any Optional Currency, Currency will be repaidrequired to repaid on the last day of the then current Interest Period relating thereto, and (c) the obligations of the Banks to make Eurocurrency Rate Loans or Revolving Credit Loans denominated in such Optional Currency, as the case may be, shall be suspended until the Agent or the Majority Banks determines determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent upon the instruction of the Majority Banks, shall so notify the Borrowers Borrower and the Banks.

Inability to Determine Eurocurrency Rate. In the event, prior to the commencement of any Interest Period relating to any Eurocurrency Rate Loan, (a) the DM Fronting Bank shall determine, with respect to any DM Facility Loan which is a Eurocurrency Rate Loan, (b) the Sterling Fronting Bank shall determine with respect to any Sterling Facility Loan which is Eurocurrency Rate Loan, or (c) the Administrative Agent shall determine or be notified by the Majority Banks Lenders, with respect to any other Loan which is a Eurocurrency Rate Loan, that adequate and reasonable methods do not exist for ascertaining the applicable Eurocurrency Rate that would otherwise determine the rate of interest to be applicable to any such Eurocurrency Rate Loan during any Interest Period or deposits of Dollars Loan, the applicable Fronting Bank or the relevant Optional CurrencyAdministrative Agent, as the case may be, in the relevant Interest Period are not available to the Agent or the Banks in any Eurocurrency Interbank Market, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrowers and the BanksLenders) to the Borrowers applicable Borrower(s) and (in the Bankscase of the Administrative Agent) to the applicable Lender(s). In such event (ai) any Loan Request or Conversion Request with respect to Eurocurrency Rate Loans shall be automatically withdrawn and and, to the fullest extent practicable, shall be deemed a request for Base Rate Loans, (bii) each Eurocurrency Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, if denominated in Dollars, become a Base Rate Loan and if denominated in any Optional Currency, be repaidLoan, and (ciii) the obligations of the Banks to make Eurocurrency Rate Loans or Revolving Credit Loans denominated in such Optional Currencyapplicable Lender(s) or, as the case may be, Fronting Bank(s) to make Eurocurrency Rate Loans shall be suspended until the Administrative Agent or, as the case may be, the applicable Fronting Bank(s), or the Majority Banks determines Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Majority BanksLenders or the applicable Fronting Bank(s), shall so notify the Borrowers applicable Borrower(s) and (in the Bankscase of the Administrative Agent) the applicable Lender(s).

Inability to Determine Eurocurrency Rate. In the event, prior to the commencement of any Interest Period relating to any Eurocurrency Rate Loan, (a) the DM Fronting Bank shall determine, with respect to any DM Facility Loan which is a Eurocurrency Rate Loan, (b) the Sterling Fronting Bank shall determine with respect to any Sterling Facility Loan which is Eurocurrency Rate Loan, or (c) the Agent shall determine or be notified by the Majority Banks Lenders, with respect to any Revolving Credit Loan which is a Eurocurrency Rate Loan, that adequate and reasonable methods do not exist for ascertaining the applicable Eurocurrency Rate that would otherwise determine the rate of interest to be applicable to any such Eurocurrency Rate Loan during any Interest Period or deposits of Dollars Loan, the applicable Fronting Bank or the relevant Optional CurrencyAgent, as the case may be, in the relevant Interest Period are not available to the Agent or the Banks in any Eurocurrency Interbank Market, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrowers and the BanksLenders) to the Borrowers applicable Borrower(s) and (in the Bankscase of the Agent) to the applicable Lender(s). In such event (ai) any Loan Request or Conversion Request with respect to Eurocurrency Rate Loans shall be automatically withdrawn and and, to the fullest extent practicable, shall be deemed a request for Base Rate Loans, (bii) each Eurocurrency Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, if denominated in Dollars, become a Base Rate Loan and if denominated in any Optional Currency, be repaidLoan, and (ciii) the obligations of the Banks to make Eurocurrency Rate Loans or Revolving Credit Loans denominated in such Optional Currencyapplicable Lender(s) or, as the case may be, Fronting Bank(s) to make Eurocurrency Rate Loans shall be suspended until the Agent or, as the case may be, the applicable Fronting Bank(s), or the Majority Banks determines Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent upon the instruction of the Majority BanksLenders or the applicable Fronting Bank(s), shall so notify the Borrowers applicable Borrower(s) and (in the Bankscase of the Agent) the applicable Lender(s).

Inability to Determine Eurocurrency Rate. In the event, prior to the commencement of any Interest Period relating to any Eurocurrency Rate Loan, the Agent shall determine or be notified by the Majority Banks that adequate and reasonable methods do not exist for ascertaining the Eurocurrency Rate that would otherwise determine the rate of interest to be applicable to any Eurocurrency Rate Loan during any Interest Period or deposits of Dollars or the relevant Optional Currency, as the case may be, in the relevant Interest Period are not available to any Bank or the Agent or in the Banks in any relevant Eurocurrency Interbank Market, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrowers and the Banks) to the Borrowers Parent and the Banks. In such event (a) any Loan Request or Conversion Request with respect to Eurocurrency Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (b) each Eurocurrency Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, thereto if denominated in Dollars, become a Base Rate Loan and if denominated in any Optional Currency, Currency be repaid, and (c) the obligations of the Banks to make Eurocurrency Rate Loans or Revolving Credit Loans denominated in such Optional Currency, as the case may be, shall be suspended until the Agent or the Majority Banks determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent upon the instruction of the Majority Banks, shall so notify the Borrowers Parent and the Banks.

Inability to Determine Eurocurrency Rate. In the event, prior to the commencement of any Interest Period relating to any Eurocurrency Rate Loan, the Administrative Agent shall determine or be notified by the Majority Banks Required Lenders that (a) adequate and reasonable methods do not exist for ascertaining the Eurocurrency Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurocurrency Rate Loan during any Interest Period with respect to a Loan, or deposits of Dollars (b) the Eurocurrency Rate determined or the relevant Optional Currency, as the case may be, in the relevant to be determined for such Interest Period are will not available adequately and fairly reflect the cost to the Agent Lenders of making or the Banks in any Eurocurrency Interbank Marketmaintaining their Loans during such period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrowers and the BanksLenders) to the Borrowers and the BanksLenders. In such event (a) any Loan Request or Conversion Request with respect to Eurocurrency Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loansevent, (bi) each Eurocurrency Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, if denominated in Dollars, become a Base Rate Loan and if denominated in any Optional Currency, be repaid, and (cii) the obligations of the Banks Lenders to make or continue Eurocurrency Rate Loans or Revolving Credit Loans denominated in such Optional Currency, as the case may be, shall be suspended until the Administrative Agent or the Majority Banks determines Required Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Majority Banks, Required Lenders shall so notify the Borrowers and the BanksLenders.

Inability to Determine Eurocurrency Rate. In the event, prior to the commencement of any Interest Period relating to any Eurocurrency Rate Loan, the Agent shall determine or be notified by the Majority Banks that (a) adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate or the International Eurocurrency Rate Rate, as the case may be, that would otherwise determine the rate of interest to be applicable to any Eurocurrency Rate Loan during any Interest Period or deposits of Dollars or the relevant Optional Currency, as the case may be, in the relevant Interest Period are not available to the Agent or the Banks in any Eurocurrency Interbank Market, or (b) the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the Banks of making or maintaining their Eurocurrency Rate Loans during such period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrowers and the Banks) to the Borrowers and the Banks. In such event (a) any Loan Request or Conversion Request with respect to Eurocurrency Rate Loans shall be automatically withdrawn and and, in the case of Loans denominated in Dollars, shall be deemed a request for Base Rate LoansLoans to be denominated in Dollars and in the case of any Eurocurrency Rate Loan denominated in an Optional Currency, shall be withdrawn, (b) each Eurocurrency Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, if denominated in Dollars, become a Base Rate Loan and if denominated in any Optional Currency, be repaid, and (c) the obligations of the Banks to make Eurocurrency Rate Loans or Revolving Credit Loans denominated in such Optional Currency, as the case may be, shall be suspended until the Agent or the Majority Banks determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent upon the instruction of the Majority Banks, shall so notify the Borrowers and the Banks.