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

Inability to Determine Applicable Interest Rate. In the event that the 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 the Eurodollar Rate Loans, that by reason of circumstances arising after the date of this Agreement affecting the London interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of Reserve Adjusted Eurodollar Rate the Administrative Agent shall on such date give notice (by telecopy or by telephone confirmed in writing) to the Borrowers and each Lender of such determination, whereupon the Loans shall be converted to Base Rate Loans at the end of the then current Interest Period, until such time as the Administrative Agent notifies the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist (such notification not to be unreasonably withheld or delayed) and after such circumstances cease to exist, (i) the Administrative Agent shall provide notice thereof to the Borrowers and each Lender, and (ii) on the fifth Business Day following delivery of such notice the Loans shall be converted to Eurodollar Rate Loans with a one month Interest Period commencing on such date and continuing for successive one month Interest Periods at end of each immediate preceding Interest Period.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent (upon the written instruction of the Required Lenders) 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 the any Eurodollar Rate Loans, that (1) by reason of circumstances arising after the date of this Agreement affecting the London interbank market, market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of Reserve Adjusted Eurodollar Rate or (2) deposits are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan, Administrative Agent shall on such date give notice (by telecopy telefacsimile or by telephone confirmed in writing) to the Borrowers and each Lender of such determination, whereupon the Loans shall be converted to Base Rate Loans at the end of the then current Interest Period, until such time as the Administrative Agent notifies the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist (such notification not to be unreasonably withheld or delayed) and after such circumstances cease to exist, (i) the Administrative Agent shall provide notice thereof to the Borrowers and each Lenderno Loans may be made as, or converted to, Eurodollar Rate Loans and (ii) on in the fifth Business Day following delivery event of a determination with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until Administrative Agent (upon the written instruction of the Required Lenders) revokes such notice. Upon receipt of such notice the Loans shall be converted to notice, Borrowers may revoke any pending Borrowing Notice And Certificate or Conversion/Continuation Notice of Eurodollar Rate Loans with in the affected currency or currencies or, failing that, will be deemed to have converted such request into a one month Interest Period commencing on such date and continuing request for successive one month Interest Periods at end a borrowing of each immediate preceding Interest PeriodBase Rate Loans in the amount specified therein.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent (upon the written instruction of the Required Lenders) 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 the any Eurodollar Rate Loans or CDOR Loans, that (1) by reason of circumstances arising after the date of this Agreement affecting the London applicable interbank market, market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of Reserve Adjusted Eurodollar Rate or CDOR Rate or (2) deposits are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or CDOR Loan, Administrative Agent shall on such date give notice (by telecopy telefacsimile or by telephone confirmed in writing) to the Borrowers and each Lender of such determination, whereupon the Loans shall be converted to Base Rate Loans at the end of the then current Interest Period, until such time as the Administrative Agent notifies the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist (such notification not to be unreasonably withheld or delayed) and after such circumstances cease to exist, (i) the Administrative Agent shall provide notice thereof to the Borrowers and each Lenderno Loans may be made as, or converted to, Eurodollar Rate Loans or CDOR Loans and (ii) on in the fifth Business Day following delivery event of a determination with respect to the Eurodollar Rate component of the Base Rate or the CDOR Rate component of the Canadian Prime Rate, the utilization of the Eurodollar Rate or CDOR Rate component in determining the Base Rate or Canadian Prime Rate shall be suspended, in each case until Administrative Agent (upon the written instruction of the Required Lenders) revokes such notice. Upon receipt of such notice the Loans shall be converted to notice, Borrowers may revoke any pending Borrowing Notice And Certificate or Conversion/Continuation Notice of Eurodollar Rate Loans with or CDOR Loans in the affected currency or currencies or, failing that, will be deemed to have converted such request into a one month Interest Period commencing on such date and continuing request for successive one month Interest Periods at end a borrowing of each immediate preceding Interest PeriodBase Rate Loans or Canadian Prime Rate Loans in the amount specified therein.

Inability to Determine Applicable Interest Rate. In InSubject to clause (b) below, in the event that the Administrative Agent shall have reasonably determined determines (which determination shall will be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to the any Eurodollar Rate RateSOFR Loans, that by reason of circumstances arising after the date of this Agreement affecting the London interbank market, (i) adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of Reserve Adjusted “Eurodollar Rate RateAdjusted Term SOFR” or (ii) the Eurodollar RateAdjusted Term SOFR for any requested Interest Period does not adequately and fairly reflect the cost to Lenders of funding such Eurodollar RateSOFR Loan, the Administrative Agent shall will on such date give notice (by telecopy telefacsimile or by telephone confirmed in writing) to the Borrowers Borrower and each Lender of such determination, whereupon the (i) no Loans shall may be made as, or converted to Base Rate to, Eurodollar RateSOFR Loans at the end of the then current Interest Period, until such time as the Administrative Agent notifies the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice no longer exist (such notification not to be unreasonably withheld or delayed) and after such circumstances cease to exist, (i) the Administrative Agent shall provide notice thereof to the Borrowers and each Lender, and (ii) on any Funding Notice or Conversion/Continuation Notice given by the fifth Business Day following delivery of such notice Borrower with respect to the Loans shall in respect of which such determination was made will be converted deemed to Eurodollar Rate Loans with a one month Interest Period commencing on such date and continuing for successive one month Interest Periods at end of each immediate preceding Interest Periodbe rescinded by the Borrower.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent (upon the written instruction of the Required Lenders) 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 the any Eurodollar Rate Loans or CDOR Loans, that (1) by reason of circumstances arising after the date of this Agreement affecting the London applicable interbank market, market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of Reserve Adjusted Eurodollar Rate or CDOR Rate or (2) deposits are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan or CDOR Loan, Administrative Agent shall on such date give notice (by telecopy telefacsimilefacsimile or by telephone confirmed in writing) to the Borrowers and each Lender of such determination, whereupon the Loans shall be converted to Base Rate Loans at the end of the then current Interest Period, until such time as the Administrative Agent notifies the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist (such notification not to be unreasonably withheld or delayed) and after such circumstances cease to exist, (i) the Administrative Agent shall provide notice thereof to the Borrowers and each Lenderno Loans may be made as, or converted to, Eurodollar Rate Loans or CDOR Loans and (ii) on in the fifth Business Day following delivery event of a determination with respect to the Eurodollar Rate component of the Base Rate or the CDOR Rate component of the Canadian Prime Rate, the utilization of the Eurodollar Rate or CDOR Rate component in determining the Base Rate or Canadian Prime Rate shall be suspended, in each case until Administrative Agent (upon the written instruction of the Required Lenders) revokes such notice. Upon receipt of such notice the Loans shall be converted to notice, Borrowers may revoke any pending Borrowing Notice And Certificate or Conversion/Continuation Notice of Eurodollar Rate Loans with or CDOR Loans in the affected currency or currencies or, failing that, will be deemed to have converted such request into a one month Interest Period commencing on such date and continuing request for successive one month Interest Periods at end a borrowing of each immediate preceding Interest PeriodBase Rate Loans or Canadian Prime Rate Loans in the amount specified therein.

Inability to Determine Applicable Interest Rate. In the event that the (x) 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 the any Eurodollar Rate Loans, that by reason of circumstances arising after the date of this Agreement affecting the London interbank market, market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of Reserve Adjusted Eurodollar Rate, or (y) Administrative Agent is advised by the Requisite Lenders that the Adjusted Eurodollar Rate for such Interest Rate Determination Date will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such borrowing for such Interest Rate Determination Date; in either such case Administrative Agent shall on such date give notice (by telecopy telefacsimile or by telephone confirmed in writing) to the Borrowers Borrower and each Lender of such determination, whereupon the (i) no Loans shall may be made as, or converted to Base to, Eurodollar Rate Loans at the end of the then current Interest Period, until such time as the Administrative Agent notifies the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice no longer exist (such notification not to be unreasonably withheld or delayed) and after such circumstances cease to exist, (i) the Administrative Agent shall provide notice thereof to the Borrowers and each Lender, and (ii) on the fifth Business Day following delivery of such notice any Funding Notice or Conversion/Continuation Notice given by Borrower with respect to the Loans in respect of which such determination was made shall be converted deemed to Eurodollar Rate Loans with a one month Interest Period commencing on such date and continuing for successive one month Interest Periods at end of each immediate preceding Interest Periodbe rescinded by Borrower.

Inability to Determine Applicable Interest Rate. In the event that (x) the 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 the any Eurodollar Rate Loans, that by reason of circumstances arising after the date of this Agreement affecting the London interbank market, market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of Reserve “Adjusted Eurodollar Rate”, or (y) prior to the commencement of any Interest Period with respect to Eurodollar Loans the Agent is advised by the Requisite Lenders that the Adjusted Eurodollar Rate for such Interest Period will not adequately and fairly reflect the Administrative cost to such Lenders of making or maintaining such Eurodollar Loans for such Interest Period, the Agent shall on such date give notice (by telecopy facsimile or by telephone confirmed in writing) to the Borrowers Borrower and each Lender of such determination, whereupon the (i) no Loans shall may be made as, or converted to Base Rate to, Eurodollar Loans at the end of the then current Interest Period, until such time as the Administrative Agent notifies the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice no longer exist (such notification not to be unreasonably withheld or delayed) and after such circumstances cease to exist, (i) the Administrative Agent shall provide notice thereof to the Borrowers and each Lender, and (ii) on the fifth Business Day following delivery any Notice of such notice Borrowing or Notice of Conversion/Continuation given by Borrower with respect to the Loans in respect of which such determination was made shall be converted deemed to Eurodollar Rate Loans with a one month Interest Period commencing on such date and continuing for successive one month Interest Periods at end of each immediate preceding Interest Periodbe rescinded by Borrower.

Inability to Determine Applicable Interest Rate. In Subject to Section 2.21, in the event that (a) the Administrative Agent shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties hereto, absent manifest error), on any Interest Rate Determination Date with respect to the any Eurodollar Rate Loans, that by reason of circumstances arising after the date of this Agreement affecting the London interbank market, market (other than the circumstances described in Section 2.21) adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of Reserve Adjusted Eurodollar Rate or (b) the Required Lenders determine that for any reason in connection with any request for a Eurodollar Loan or a conversion thereto or a continuation thereof that the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent shall on such date give notice (by telecopy telefacsimile, e-mail or by telephone confirmed in writing) to the Borrowers Borrower and each Lender of such determination, whereupon the (i) no Loans shall may be made as, or converted to Base Rate to, Eurodollar Loans at the end of the then current Interest Period, until such time as the Administrative Agent notifies the Borrowers Borrower and the Lenders that the circumstances giving rise to such notice no longer exist (such notification not to be unreasonably withheld or delayed) and after such circumstances cease to exist, (iii) any Funding Notice or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be a request for Base Rate Loans and (iii) the utilization of the Adjusted Eurodollar Rate component in determining the Base Rate shall be suspended, in each case, until the Administrative Agent shall provide notice thereof to the Borrowers and each Lender, and (ii) on the fifth Business Day following delivery of revokes such notice the Loans shall be converted to Eurodollar Rate Loans with a one month Interest Period commencing on such date and continuing for successive one month Interest Periods at end of each immediate preceding Interest Periodnotice.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent Lender 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 the any Eurodollar Rate Loans, that by reason of circumstances arising after the date of this Agreement affecting the London interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of Reserve Adjusted Eurodollar Rate, or dollar deposits in the amount of each Eurodollar Rate Loan are not generally available in the Administrative Agent London interbank Eurodollar market, or that the rate at which dollar deposits are being offered will not reflect adequately and fairly the cost to Lender of making or maintaining such Eurodollar Rate Loan during such Interest Period, Lender shall on such date give notice (by telecopy telefacsimile or by telephone confirmed in writing) to the Borrowers and each Lender Borrower of such determination, whereupon the (i) no Loans shall may be made as, or converted to Base to, Eurodollar Rate Loans at the end of the then current Interest Period, until such time as the Administrative Agent Lender notifies the Borrowers and the Lenders Borrower that the circumstances giving rise to such notice no longer exist (such notification not to be unreasonably withheld or delayed) and after such circumstances cease to exist, (i) the Administrative Agent shall provide notice thereof to the Borrowers and each Lender, and (ii) on the fifth Business Day following delivery any Notice of such notice Borrowing or Notice of Conversion/Continuation given by Borrower with respect to the Loans in respect of which such determination was made shall be converted deemed to Eurodollar Rate Loans with a one month Interest Period commencing on such date and continuing for successive one month Interest Periods at end of each immediate preceding Interest Periodbe rescinded by Borrower.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent (upon the written instruction of the Requisite Lenders) 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 the any Eurodollar Rate Loans, that (1) by reason of circumstances arising after the date of this Agreement affecting the London interbank market, market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of Reserve Adjusted Eurodollar Rate or (2) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan, Administrative Agent shall on such date give notice (by telecopy telefacsimile or by telephone confirmed in writing) to the Borrowers Company and each Lender of such determination, whereupon the Loans shall be converted to Base Rate Loans at the end of the then current Interest Period, until such time as the Administrative Agent notifies the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist (such notification not to be unreasonably withheld or delayed) and after such circumstances cease to exist, (i) the Administrative Agent shall provide notice thereof to the Borrowers and each Lenderno Loans may be made as, or converted to, Eurodollar Rate Loans and (ii) on in the fifth Business Day following delivery event of a determination with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until Administrative Agent (upon the written instruction of the Requisite Lenders) revokes such notice. Upon receipt of such notice the Loans shall be converted to notice, Company may revoke any pending Funding Notice or Conversion/Continuation Notice of Eurodollar Rate Loans with in the affected currency or currencies or, failing that, will be deemed to have converted such request into a one month Interest Period commencing on such date and continuing request for successive one month Interest Periods at end a borrowing of each immediate preceding Interest PeriodBase Rate Loans in the amount specified therein.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent (upon the written instruction of the Required Lenders) 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 the any Eurodollar Rate Loans, that (1) by reason of circumstances arising after the date of this Agreement affecting the London interbank market, market adequate and fair means do not exist for ascertaining the interest rate applicable to such Revolving Loans on the basis provided for in the definition of Reserve Adjusted Eurodollar Rate or (2) deposits are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurodollar Rate Loan, Administrative Agent shall on such date give notice (by telecopy telefacsimile or by telephone confirmed in writing) to the Borrowers and each Lender of such determination, whereupon the Loans shall be converted to Base Rate Loans at the end of the then current Interest Period, until such time as the Administrative Agent notifies the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist (such notification not to be unreasonably withheld or delayed) and after such circumstances cease to exist, (i) the Administrative Agent shall provide notice thereof to the Borrowers and each Lenderno Revolving Loans may be made as, or converted to, Eurodollar Rate Loans and (ii) on in the fifth Business Day following delivery event of a determination with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until Administrative Agent (upon the written instruction of the Required Lenders) revokes such notice. Upon receipt of such notice the Loans shall be converted to notice, Borrowers may revoke any pending Borrowing Notice And Certificate or Conversion/Continuation Notice of Eurodollar Rate Loans with in the affected currency or currencies or, failing that, will be deemed to have converted such request into a one month Interest Period commencing on such date and continuing request for successive one month Interest Periods at end a borrowing of each immediate preceding Interest PeriodBase Rate Loans in the amount specified therein.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent or the Requisite Lenders shall have reasonably 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 that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the Eurodollar applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate LoansLoan, that or (ii) by reason of circumstances arising after the date of this Agreement affecting the London applicable interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate, and whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Reserve Adjusted Eurodollar Eurocurrency Rate (or clause (c) of the definition of Base Rate), Administrative Agent shall on such date give notice (by telecopy telefacsimile or by telephone confirmed in writing) to the Borrowers Company and each Lender of such determination, whereupon (a) no Loans may be made or maintained as, or converted to, Eurocurrency Rate Loans in the Loans affected currency or currencies, (b) in the event of a determination described in clause (ii) above with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be converted to Base Rate Loans at the end suspended, in each case of the then current Interest Periodclauses (a) and (b), until such time as the Administrative Agent notifies the Borrowers Company and the Lenders that the circumstances giving rise to such notice no longer exist and (c) any Notice of Borrowing or Notice of Conversion/Continuation given by a Borrower with respect to the Loans in respect of which such notification not determination was made shall be deemed to be unreasonably withheld for a Base Rate Loan unless such Borrower shall have rescinded such Notice of Borrowing or delayed) and after such circumstances cease to exist, (i) the Administrative Agent shall provide Notice of Conversion/Continuation by promptly giving written notice thereof to the Borrowers and each Lender, and (ii) on the fifth Business Day following delivery of such notice the Loans shall be converted rescission to Eurodollar Rate Loans with a one month Interest Period commencing on such date and continuing for successive one month Interest Periods at end of each immediate preceding Interest PeriodAdministrative Agent.

Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have reasonably determined or the Required Lenders determine (which determination shall will be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to the Eurodollar any Eurocurrency Rate Loans, that by reason of circumstances arising after the date of this Agreement affecting the London interbank market, market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of Reserve Adjusted Eurodollar “Eurocurrency Rate” or the Eurocurrency Rate for any requested Interest Period does not adequately and fairly reflect the cost to Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent shall (including by direction of Required Lenders) will on such date give notice (by telecopy telefacsimile or by telephone confirmed in writing) to the Borrowers Company and each Lender of such determination, whereupon the (i) no Loans shall denominated in Dollars may be made as, or converted to Base to, Eurocurrency Rate Loans at the end of the then current Interest Period, until such time as the Administrative Agent notifies the Borrowers Company and the Lenders that the circumstances giving rise to such notice no longer exist (such notification not to be unreasonably withheld or delayed) and after such circumstances cease to exist, (i) the Administrative Agent ; provided that Eurocurrency Rate Loans denominated in an Alternative Currency shall provide notice thereof bear interest at an alternative rate mutually acceptable to the Borrowers Company and each Lender, the Required Lenders and (ii) on any Funding Notice or Conversion/Continuation Notice given by the fifth Business Day following delivery of such notice Company with respect to the Loans shall in respect of which such determination was made will be converted deemed to Eurodollar Rate Loans with a one month Interest Period commencing on such date and continuing for successive one month Interest Periods at end of each immediate preceding Interest Periodbe rescinded by the Company.