Inability to Determine Rate. In the event that Bank shall have determined, which determination shall be final, conclusive and binding, that by reason of circumstances occurring after the date of this Note affecting the London interbank market, adequate and fair means do not exist for ascertaining the One Month LIBOR on the basis provided for in this Note, Bank shall give notice (by telephone confirmed in writing or by telecopy) to Borrower of such determination, whereupon (i) no LIBOR Advance shall be made until Bank notifies Borrower that the circumstances giving rise to such notice no longer exist, and (ii) any request by Borrower for a LIBOR Advance shall be deemed to be a request for an advance at the Standard Rate.
Inability to Determine Rate. If the Administrative Agent --------------------------- (which determination shall be conclusive and binding upon the Companies, provided such determination is made on a reasonable basis) that by reason of circumstances affecting the London interbank eurodollar market adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for any Interest Period, the Administrative Agent shall forthwith give facsimile notice of such determination, confirmed in writing, to each Lender affected thereby and to the Companies. If such notice is given: (1) no Loan may be funded as a Eurodollar Loan, (2) any Loan that was to have been converted to a Eurodollar Loan shall, subject to the provisions hereof, be continued as a Corporate Rate Loan and (3) any outstanding Eurodollar Loan shall be converted on the last day of the then current Interest Period with respect thereto to a Corporate Rate Loan. Until such notice has been withdrawn by the Administrative Agent, the Companies shall not have the right to convert a Loan to a Eurodollar Loan or fund any Loan as a Eurodollar Loan or to continue a Eurodollar Loan as such. The Administrative Agent shall withdraw such notice in the event that the circumstances giving rise thereto no longer exist and that adequate and reasonable means exist for ascertaining the Eurodollar Rate for the Interest Period requested by the Companies, and following withdrawal of such notice by the Administrative Agent, the Companies shall have the right to fund any Loan as a Eurodollar Loan or convert a Loan to a Eurodollar Loan or to continue a Eurodollar Loan in accordance with the terms and conditions of this Agreement.
Inability to Determine Rate. If Agent at any time shall determine that adequate and reasonable means do not exist for ascertaining LIBOR, or the Majority Lenders shall determine at any time that LIBOR does not accurately reflect the cost to Lenders of making or maintaining LIBOR interest rates hereunder, then Agent shall give telephonic notice (promptly confirmed in writing) to Borrower and each Lender of such determination. If such notice is given, and until such notice has been withdrawn in writing by Agent, then no LIBOR interest option may be selected by Borrower and any portion of any Credit which bears interest determined in relation to LIBOR, subsequent to the end of the Fixed Rate Term applicable thereto, shall bear interest determined in relation to the Reference Rate pursuant to the terms and conditions of this Agreement.
Inability to Determine Rate. (o) If in connection with any request for a Term SOFR Loan, a CDOR Loan or a conversion to or continuation thereof, as applicable, (a) Agent determines (which determination shall be conclusive absent manifest error) that (i) U.S. Dollar deposits are not being offered to, as regards to CDOR, Persons in Canada, for the applicable amount and Interest Period of such CDOR Loan, (ii) no Successor Rate has been determined in accordance with Section 3.6.2, and the circumstances under Section 3.6.2(a) or the Scheduled Unavailability Date has occurred (as applicable), or (iii) adequate and reasonable means do not otherwise exist for determining Term SOFR or CDOR for any requested Interest 66 US-DOCS\123034949.14 Period with respect to a proposed Term SOFR Loan or CDOR Loan or in connection with an existing or proposed Base Rate Loan, or (b) Agent or Required Lenders determine that for any reason Term SOFR or CDOR for any requested Interest Period with respect to a proposed Term SOFR Loan or CDOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Agent will promptly so notify Borrowers and Lenders. Thereafter, (x) the obligation of Lenders to make, maintain, or convert Base Rate Loans to, Term SOFR Loans or CDOR Loans shall be suspended (to the extent of the affected Term SOFR Loans, CDOR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the U.S. Base Rate and Canadian Base Rate, the utilization of such component in determining the U.S. Base Rate and Canadian Base Rate shall be suspended, and with respect to the CDOR component of the Canadian Prime Rate, the utilization of the CDOR component in determining the Canadian Prime Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (I) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Loans or CDOR Loans (to the extent of the affected Term SOFR Loans, CDOR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans or CDOR Loans shall convert to Base Rate Loans at the end of their respective Interest Periods.
Inability to Determine Rate. Agent will promptly notify Borrower Agent and Lenders if, in connection with any Loan or request with respect to a Loan, (a) Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable Loan amount or Interest Period, or (ii) adequate and reasonable means do not exist for determining LIBOR for the Loan or Interest Period (including with respect to calculation of the Base Rate); or (b) Agent or Required Lenders determine for any reason that LIBOR for the Interest Period does not adequately and fairly reflect the cost to Lenders of funding or maintaining the Loan. Thereafter, Lenders' obligations to make or maintain affected LIBOR Loans and utilization of the LIBOR component (if affected) in determining Base Rate shall be suspended until Agent determines (or is instructed by Required Lenders) to withdraw the notice. Upon receipt of such notice, Borrower Agent may revoke any pending request for funding, conversion or continuation of a LIBOR Loan or, failing that, will be deemed to have requested a Base Rate Loan, and Agent may (or shall upon request by Required Lenders) immediately convert any affected LIBOR Loan to a Base Rate Loan.
Inability to Determine Rate. In the event that the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Company) that by reason of circumstances affecting the London interbank eurodollar market adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for any Interest Period, the Administrative Agent shall forthwith give facsimile notice of such determination, confirmed in writing, to each Lender and to the Company. If such notice is given: (1) any Tranche A Committed Loan or Tranche B Loan that was to have been converted to a Eurodollar Loan shall be continued as an Effective Fed Funds Rate Loan, and (2) any outstanding Eurodollar Loan shall be converted, on the last day of the then current Interest Period with respect thereto, to an Effective Fed Funds Rate Loan. Until such notice has been withdrawn by the Administrative Agent, the Company shall not have the right to convert a Tranche A Committed Loan or Tranche B Loan to a Eurodollar Loan or to continue a Eurodollar Loan.
Inability to Determine Rate. In the event the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that by reason of circumstances affecting the London interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining Base LIBOR, the Administrative Agent forthwith shall give telephonic notice of such determination, confirmed in writing, to the Borrower and to each Lender. If such notice is given, and until such notice has been withdrawn by the Administrative Agent, no additional LIBOR Loans shall be made.
Inability to Determine Rate. If with respect to any Interest Period, the Bank determines that extraordinary and unforeseen circumstances beyond the control of the Bank exists with respect to the relevant market which make it impracticable to ascertain the interest rate applicable for such Interest Period, the Bank shall promptly notify the Borrower of such determination. Upon such determination, no additional LIBOR Loans shall be permitted under the Revolving Credit Facility and no conversions to, or continuances of, LIBOR Loans shall be permitted pursuant to Section 1.12 hereof until the notice of such determination has been withdrawn. If such notice has not been withdrawn by the last day of the then current Interest Period applicable to any then outstanding LIBOR Loans, the Borrower must elect on the last day of such Interest Period to either convert such LIBOR Loan to an Alternate Base Rate Loan or prepay the outstanding principal balance thereof and accrued interest thereon in full.
Inability to Determine Rate. In the event that the Administrative Agent shall have reasonably determined (which determination shall be conclusive and 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 any Interest Period, the Administrative Agent shall forthwith give telephonic notice of such determination to each Lender and to the Borrower. If such notice is given, the outstanding principal balance of the Loan shall bear interest during each day of any affected Interest Period at the Applicable Base Rate. The Administrative Agent shall withdraw such notice in the event that the circumstances giving rise thereto no longer pertain and that adequate and reasonable means exist for ascertaining the LIBO Rate for the relevant Interest Period, and, following withdrawal of such notice by the Administrative Agent, the outstanding principal balance of the Loan shall bear interest at the Applicable LIBO Rate pursuant to Section 2.2.1(a)(ii) above.
Inability to Determine Rate. In the event that the Lender shall have determined (which determination shall be conclusive and binding upon the Borrowers that by reason of circumstances affecting the interbank Eurodollar market adequate and reasonable means do not exist for ascertaining the LIBO Rate. For any given Euro-Dollar Interest Period the Lender shall forthwith give notice (which ma, be telephonic and promptly confirmed in writing or by facsimile transmission) of such determination to the Borrowers at least one (1) Euro-Dollar Business Day prior to, as the case may be, the conversion date of any portion of the Principal Amount bearing interest at the Prime Rate to a 11 LIBO-Based Rate or the proposed continuation date of any portion of the Principal Amount bearing interest at a LIBO-Based Rate. If such notice is given: ( 1 ) any portion of the Principal Amount bearing interest at the Prime Rate that was to have been converted to a LIBO-Based Rate subject to the provisions hereof, shall be continued at the Prime Rate and (2) any portion of the Principal Amount bearing interest at a LIBO-Based Rate shall be converted, on the last day of the these current Euro-Dollar Interest Period with respect thereto, to the Prime Rate until such notice has been withdrawn by the Lender, the Borrowers shall not have the right to have a LIBO-Based Rate apply to any portion of the Principal Amount.