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

Inability to Determine Applicable Interest Rate. If the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto, absent manifest error), on any Quotation Day with respect to any Eurodollar Loans, that 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 Adjusted Eurodollar Rate, the Administrative Agent shall on such date give notice (by telefacsimile or e-mail) to the Borrower Representative and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, Eurodollar Loans until such time as the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by the Borrower Representative with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrowers. Notwithstanding the foregoing, if the Administrative Agent has made a determination described in the preceding sentence, the Administrative Agent and the Borrowers shall negotiate in good faith to amend the definition of Adjusted Eurodollar Rate and other applicable provisions of this Agreement to preserve the original intent thereof in light of such change; provided that, until so amended, such impacted Loans will be handled as otherwise provided pursuant to the terms of this Section 2.18(a).

Inability to Determine Applicable Interest Rate. If the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto, absent manifest error), on any Quotation Day with respect to any Eurodollar Loans, that adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Adjusted Eurodollar Rate, the Administrative Agent shall on such date give notice (by telefacsimile or e-mail) to the Borrower Representative and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, Eurodollar Loans until such time as the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by the Borrower Representative with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrowers. Notwithstanding the foregoing, if the Administrative Agent has made a determination described in the preceding sentence, the Administrative Agent and the Borrowers shall negotiate in good faith to amend the definition of Adjusted Eurodollar Rate and other applicable provisions of this Agreement to preserve the original intent thereof in light of such change; provided that, until so amended, such impacted Loans will be handled as otherwise provided pursuant to the terms of this Section 2.18(a).

Inability to Determine Applicable Interest Rate. If the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto, absent manifest error), on any Quotation Day with respect to any Eurodollar Loans, that adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans (whether denominated in Dollars or an Alternative Currency) on the basis provided for in the definition of Adjusted Eurodollar Rate, the Administrative Agent shall on such date give notice (by telefacsimile or e-e- mail) to the Borrower Representative and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, Eurodollar Loans until such time as the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by the Borrower Representative with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrowers. Notwithstanding the foregoing, if the Administrative Agent has made a determination described in the preceding sentence, the Administrative Agent and the Borrowers shall negotiate in good faith to amend the definition of Adjusted Eurodollar Rate and other applicable provisions of this Agreement to preserve the original intent thereof in light of such change; provided that, until so amended, such impacted Loans will be handled as otherwise provided pursuant to the terms of this Section 2.18(a).

Inability to Determine Applicable Interest Rate. If the Administrative Agent shall have determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto, absent manifest error), on any Quotation Day Interest Rate Determination Date with respect to any Eurodollar Loans, that by reason of circumstances 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 Adjusted Eurodollar Rate, the Administrative Agent shall on such date give notice (by telefacsimile or telefacsimile, e-mailmail or by telephone confirmed in writing) to the Borrower Representative and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, Eurodollar Loans until such time as the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer existexist (which the Administrative Agent agrees it will promptly do at such time), and (ii) any Funding Notice or Conversion/Continuation Notice given by the Borrower Representative with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrowers. Notwithstanding Borrower Representative and (iii) the foregoingutilization of the Adjusted Eurodollar Rate component in determining the Base Rate shall be suspended, if in each case, until the Administrative Agent has made a determination described in the preceding sentence, the Administrative Agent and the Borrowers shall negotiate in good faith to amend the definition of Adjusted Eurodollar Rate and other applicable provisions of this Agreement to preserve the original intent thereof in light of revokes such change; provided that, until so amended, such impacted Loans will be handled as otherwise provided pursuant to the terms of this Section 2.18(a).notice. 76

Inability to Determine Applicable Interest Rate. If In the event that the Administrative Agent shall have determined determines (which determination shall will be final and conclusive and binding upon all parties hereto, absent manifest error), on any Quotation Day Interest Rate Determination Date with respect to any Eurodollar RateSOFR Loans, that (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 Adjusted “Eurodollar RateRateAdjusted 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 telefacsimile electronic notice or e-mailby telephone confirmed in writing) to the Borrower Representative and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, Eurodollar RateSOFR Loans until such time as the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer exist, exist and (ii) any Funding Notice or Conversion/Continuation Notice given by the Borrower Representative with respect to the Loans in respect of which such determination was made shall will be deemed to be rescinded by the Borrowers. Notwithstanding the foregoing, if the Administrative Agent has made a determination described in the preceding sentence, the Administrative Agent and the Borrowers shall negotiate in good faith to amend the definition of Adjusted Eurodollar Rate and other applicable provisions of this Agreement to preserve the original intent thereof in light of such change; provided that, until so amended, such impacted Loans will be handled as otherwise provided pursuant to the terms of this Section 2.18(a)Borrower.

Inability to Determine Applicable Interest Rate. If In the event that Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto, absent manifest error), on any Quotation Day with respect to any Interest Rate Determination Date that by reason of circumstances affecting the interbank Eurodollar Loans, that 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 Adjusted Eurodollar LIBOR Rate or in the definition of Base Rate, the Administrative Agent shall on such date give notice (by telefacsimile or e-mailby telephone confirmed in writing) to the Borrower Representative and each Lender of such determination, whereupon (i) no Loans may be made or continued as, or converted to, Eurodollar Loans LIBOR Rate Loans, and, in the event of a determination described in the preceding sentence with respect to the LIBOR Rate component of the Base Rate, the utilization of the LIBOR Rate component in determining the Base Rate shall be suspended, in each case until such time as the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice of Borrowing or Notice of Conversion/Continuation Notice given by the Borrower Representative with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by for a Base Rate Loan (disregarding the Borrowers. Notwithstanding the foregoing, if the Administrative Agent has made a determination described in the preceding sentence, the Administrative Agent and the Borrowers shall negotiate in good faith to amend the definition of Adjusted Eurodollar LIBOR Rate and other applicable provisions of this Agreement to preserve the original intent thereof in light of such change; provided that, until so amended, such impacted Loans will be handled as otherwise provided pursuant to the terms of this Section 2.18(acomponent thereof).