Common use of Inability to Determine Eurocurrency Rate Clause in Contracts

Inability to Determine Eurocurrency Rate. If the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrower when such conditions no longer exist. If such notice is given (i) any Eurocurrency Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurocurrency Loans shall be converted to or continued as Base Rate Loans and (iii) any outstanding Eurocurrency Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurocurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base Rate Loans to Eurocurrency Loans.

Inability to Determine Eurocurrency Rate. If In the event the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, determine that adequate and reasonable means methods do not exist for ascertaining the Eurocurrency RateRate that would otherwise determine the rate of interest to be applicable during any Interest Period, the Administrative Agent shall forthwith give telecopy or telephonic telex notice thereof of such determination (which shall be conclusive and binding on the Borrower) to the Borrower and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrower when such conditions no longer exist. If such notice is given at least one (i1) any Eurocurrency Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurocurrency Loans shall be converted to or continued as Base Rate Loans and (iii) any outstanding Eurocurrency Loans shall be converted, on Business Day before the first day of such Interest Period. In such event, (a) any Loan Request or Continuation Request with respect to Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurocurrency Loans shall be made or continued automatically withdrawn, (b) the Borrowers and the Banks shall negotiate in good faith to agree on an alternative interest rate which is reasonably equivalent to the Eurocurrency Rate; PROVIDED that if the Borrowers and the Banks are unable to agree on such alternative interest rate prior to the last day of the then current Interest Period, each Loan, if denominated in Dollars, then outstanding will as suchof the last day of the then current Interest Period bear interest at a per annum rate equal to the Base Rate in effect from time to time payable in arrears on the last day of each fiscal quarter of the Borrower, nor and, if denominated in Euros, will automatically, on the last day of the then current Interest Period, be repaid, and (c) the obligations of the Banks to make additional Loans shall be suspended until the Administrative Agent determines that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent shall so notify the Borrower have and the right to convert Base Rate Loans to Eurocurrency LoansBanks.

Inability to Determine Eurocurrency Rate. If In the event, prior to the commencement of any Interest Period relating to any Eurocurrency Rate Loan, the Administrative Agent shall have determined in good faith determine or be notified by the Required Lenders that (which determination shall be conclusive and binding upon the Borrowera) that, by reason of circumstances affecting the relevant market, adequate and reasonable means methods do not exist for ascertaining the Eurocurrency RateRate that would otherwise determine the rate of interest to be applicable to any Eurocurrency Rate Loan during any Interest Period or (b) the Eurocurrency Rate determined or to be determined for such Interest Period will not, in the Administrative Agent’s reasonable opinion, adequately and fairly reflect the cost to the Lenders of making or maintaining their Eurocurrency Rate Loans during such period, the Administrative Agent shall forthwith give telecopy or telephonic notice thereof of such determination (which shall be conclusive and binding on the Borrower and the Lenders) to the Borrower and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrower when Lenders. In such conditions no longer exist. If such notice is given event (i) any Loan Request or Conversion Request with respect to Eurocurrency Rate Loans requested to be made on the first day of such Interest Period shall be made as automatically withdrawn and shall be deemed a request for Base Rate Loans, (ii) any Loans that were to have been converted each Eurocurrency Rate Loan will automatically, on the first last day of such the then current Interest Period to or continued as Eurocurrency Loans shall be converted to or continued as relating thereto, become a Base Rate Loans Loan, and (iii) any outstanding the obligations of the Lenders to make Eurocurrency Rate Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans. Until such notice has been withdrawn by suspended until the Administrative AgentAgent or the Required Lenders determine that the circumstances giving rise to such suspension no longer exist, no further Eurocurrency Loans whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall be made or continued as such, nor shall so notify the Borrower have and the right to convert Base Rate Loans to Eurocurrency LoansLenders.

Inability to Determine Eurocurrency Rate. If In the Administrative event, prior to the commencement of any Interest Period relating to any Eurocurrency Rate Loan, the Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, determine that adequate and reasonable means methods do not exist for ascertaining the Eurocurrency RateRate 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 in the relevant Eurocurrency Interbank Market, the Administrative Agent shall forthwith give telecopy or telephonic notice thereof of such determination (which shall be conclusive and binding on the Borrowers and the Banks) to the Borrower Parent and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrower when Banks. In such conditions no longer exist. If such notice is given event (ia) any Loan Request or Conversion Request with respect to Eurocurrency Rate Loans requested to be made on the first day of such Interest Period shall be made as automatically withdrawn and shall be deemed a request for Base Rate Loans, (iib) any Loans that were to have been converted on the first day of such Interest Period to or continued as each Eurocurrency Loans shall be converted to or continued as Base Rate Loans and (iii) any outstanding Eurocurrency Loans shall be convertedLoan will automatically, on the first last day of such the then current Interest PeriodPeriod relating thereto if denominated in Dollars, to become a Base Rate Loans. Until Loan and if denominated in Optional Currency be repaid, and (c) the obligations of the Banks to make Eurocurrency Rate Loans or Loans in such notice has been withdrawn by Optional Currency, as the Administrative Agentcase may be, no further Eurocurrency Loans shall be made or continued as suchsuspended until the Agent determines 48 -42- that the circumstances giving rise to such suspension no longer exist, nor whereupon the Agent shall so notify the Borrower have Parent and the right to convert Base Rate Loans to Eurocurrency LoansBanks.

Inability to Determine Eurocurrency Rate. or Make Loans in --------------------------------------------------------- Foreign Currency. ---------------- If the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower) that, (a) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency RateRate or (b) Loans cannot be made in a Foreign Currency, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrower when such conditions no longer exist. If such notice is given in connection with (a) above (i) any Eurocurrency Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurocurrency Loans shall be converted to or continued as Base Rate Loans and (iii) any outstanding Eurocurrency Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurocurrency Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base Rate Loans to Eurocurrency Loans. If such notice is given in connection with (b) above, any request for a Loan in such Foreign Currency shall be a request for such loan to be made in Dollars.