Common use of Inability to Determine Interest Rate Clause in Contracts

Inability to Determine Interest Rate. (a) Notwithstanding any other provision of this Agreement, if (i) the Administrative Agent reasonably determines that, for any reason whatsoever, a rate for Eurodollar Loans cannot be determined as provided in the definition of Eurodollar Rate for any Interest Period or (ii) the Majority Lenders shall determine (which determination shall be conclusive) that the rates for the purpose of computing the Eurodollar Rate do not adequately and fairly reflect the cost to such Lenders of funding Eurodollar Loans that the Company has requested be outstanding as a Eurodollar Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Company and the Lenders at least two Business Days prior to the first day of such Interest Period. Unless the Company shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify its request regarding such Eurodollar Loans, any Loans that were requested to be made as Eurodollar Loans shall be made as Alternate Base Rate Loans and any Loans that were requested to be converted into or continued as Eurodollar Loans shall be converted into Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or converted into, Eurodollar Loans.

Inability to Determine Interest Rate. (a) Notwithstanding any other provision of this Agreement, if (i) In the event that the Administrative Agent reasonably determines thatshall have determined (which determination, for any reason whatsoever, a rate for Eurodollar Loans cannot be determined as provided in the definition absence of manifest error, shall be conclusive and binding upon the Company) that by reason of circumstances affecting the relevant interbank eurocurrency market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for any Interest Period or with respect to (iii) the Majority Lenders shall determine (which determination shall be conclusive) that the rates for the purpose of computing the Eurodollar Rate do not adequately and fairly reflect the cost to such Lenders of funding Eurodollar Loans any proposed Loan that the Company has requested be outstanding made as Eurodollar Loans, (ii) a Eurodollar Tranche during Loan that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the continuation of a Eurodollar Loan as such for an additional Interest PeriodPeriod (any such Loan described in clauses (i), (ii) or (iii) of this Section 7.8(a) being herein called an “Affected Loan”), the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, to the Company and the Lenders (with a copy to any affected Lenders) at least two Business Days prior to to, as the first case may be, the borrowing date for such Eurodollar Loan, the conversion date for such Alternate Base Rate Loan or the last day of the Interest Period applicable to such Interest PeriodEurodollar Loan. Unless the Company shall have notified the Administrative Agent promptly upon receipt of such telephone telecopy or telephonic notice that it wishes to rescind or modify its request regarding such Eurodollar Affected Loans, then, as the case may be, any Loans that were requested to be made as Eurodollar Loans Loan shall be made as an Alternate Base Rate Loans and any Loans that were requested to be converted into or Loan, continued as Eurodollar Loans shall be converted into an Alternate Base Rate LoansLoan or converted into an Alternate Base Rate Loan. Until any such notice has been withdrawn by the Administrative Agent, no further Affected Loans shall be made as, continued as, or converted into, Eurodollar Loansmade.

Inability to Determine Interest Rate. In the event that the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Company) that (a) Notwithstanding any other provision by reason of this Agreementcircumstances affecting the interbank eurodollar market, if (i) adequate and reasonable means do not exist for ascertaining the Administrative Agent reasonably determines that, for any reason whatsoever, a rate for Eurodollar Loans cannot be determined as provided in the definition of Eurodollar Rate for any Interest Period or with respect to (iii) the Majority Lenders shall determine (which determination shall be conclusive) that the rates for the purpose of computing the Eurodollar Rate do not adequately and fairly reflect the cost to such Lenders of funding Eurodollar proposed Loans that the Company has requested be outstanding made as a Eurodollar Tranche during Loans, (ii) any Eurodollar Loans that will result from the requested conversion of all or part of ABR Loans into Eurodollar Loans or (iii) the continuation of any Eurodollar Loan as such for an additional Interest Period, or (b) dollar deposits in the relevant amount and for the relevant period with respect to any such Eurodollar Loan are not available to any of the Lenders in their respective Eurodollar Lending Offices' interbank eurodollar market, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Company and the Lenders at least two Business Days one day prior to to, as the first case may be, the requested Borrowing Date, the conversion date or the last day of such Interest Period. Unless the Company shall have notified the Administrative Agent upon receipt of If such telephone notice that it wishes to rescind or modify its request regarding such Eurodollar Loans, is given (i) any Loans that were requested to be made as Eurodollar Loans shall be made as Alternate Base Rate Loans and ABR Loans, (ii) any ABR Loans that were requested to be have been converted into or continued as to Eurodollar Loans shall be converted continued as ABR Loans, and (iii) any outstanding Eurodollar Loans shall be converted, on the last day of the then current Interest Period applicable thereto, into Alternate Base Rate ABR Loans. Until any such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made as, continued as, or converted into, Eurodollar Loansmade.

Inability to Determine Interest Rate. (a) Notwithstanding any other provision of this Agreement, if (i) If the Administrative Agent reasonably determines that, for any reason whatsoever, a rate for Eurodollar Loans cannot be shall have determined as provided in the definition of Eurodollar Rate for any Interest Period or (ii) the Majority Lenders shall determine (which determination shall be conclusiveconclusive and binding upon the Borrower) that that, by reason of circumstances affecting the rates relevant market, adequate and reasonable means do not exist for the purpose of computing ascertaining the Eurodollar Rate do for any requested Interest Period, or that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such the Lenders of funding Eurodollar Loans that the Company has requested be outstanding as a Eurodollar Tranche during such Interest Periodmaking or maintaining their affected Loans, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Company Borrower and the Lenders at least two Business Days prior as soon as practicable thereafter. If such notice is given, (x) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Alternate Base Rate Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as Alternate Base Rate Loans and (z) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period. Unless the Company shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes , to rescind or modify its request regarding such Eurodollar Loans, any Loans that were requested to be made as Eurodollar Loans shall be made as Alternate Base Rate Loans and any Loans that were requested to be converted into or continued as Eurodollar Loans shall be converted into Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made asor continued as such, continued as, or converted into, nor shall the Borrower have the right to convert Alternate Base Rate Loans to Eurodollar Loans.

Inability to Determine Interest Rate. (a) Notwithstanding If prior to the first day of any other provision of this AgreementInterest Period, if (i) the Administrative Agent reasonably determines that, for any reason whatsoever, a rate for Eurodollar Loans cannot be shall have determined as provided in the definition of Eurodollar Rate for any Interest Period or (ii) the Majority Lenders shall determine (which determination shall be conclusiveconclusive and binding upon the Borrower) that that, by reason of circumstances affecting the rates relevant market, adequate and reasonable means do not exist for the purpose of computing ascertaining the Eurodollar Rate do not adequately and fairly reflect the cost to such Lenders of funding Eurodollar Loans that the Company has requested be outstanding as a Eurodollar Tranche during for such Interest Period, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Company Borrower and the Lenders at least two Business Days prior as soon as practicable thereafter. If such notice is given (a) any Eurodollar Loans requested to be made on the first day of such Interest Period. Unless the Company Period shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify its request regarding such Eurodollar Loans, be made as ABR Loans and (b) any Loans that were requested to be made as Eurodollar Loans shall be made as Alternate Base Rate Loans and any Loans that were requested have been converted on the first day of such Interest Period to be converted into or continued as Eurodollar Loans shall be converted into Alternate Base Rate to or continued as ABR Loans. If any such repayment occurs on a day which is not the last day of the then current Interest Period with respect to such Eurodollar Loan, the Borrower shall pay to each of the Revolving Credit Lenders such amounts, if any, as may be required pursuant to subsection 4.12. Until any such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made asor continued as such, continued as, or converted into, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans.

Inability to Determine Interest Rate. (a) Notwithstanding any other provision of this Agreement, if (ia) the Administrative Agent shall reasonably determines that, for any reason whatsoever, a rate for Eurodollar Loans cannot be determined as provided in the definition of Eurodollar Rate for any Interest Period or (ii) the Majority Lenders shall determine (which determination shall be conclusiveconclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the rates for the purpose of computing the Eurodollar Rate do does not adequately and fairly reflect the cost to such Lenders of funding Eurodollar Loans that the Company Borrower has requested be outstanding as a Eurodollar Tranche Rate tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Company Borrower, and the Lenders at least two (2) Business Days prior to the first day of such Interest Period. Unless the Company Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify its request regarding such Eurodollar Loans, any Loans that were requested to be made as Eurodollar Loans shall be made as Alternate Base Rate Loans and any Loans that were requested to be converted into or continued as Eurodollar Loans shall remain as or be converted into Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or converted into, Eurodollar LoansLoans for the Interest Periods so affected.

Inability to Determine Interest Rate. (a) Notwithstanding any other provision of this Agreement, if (i) In the event that the Administrative Agent reasonably determines thatshall have determined (which determination, for any reason whatsoever, a rate for Eurodollar Loans cannot be determined as provided in the definition absence of manifest error, shall be conclusive and binding upon Toy Biz) that by reason of circumstances affecting the relevant interbank eurocurrency market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for any Interest Period or with respect to (i) proposed Loans that Toy Biz has requested be made as Eurodollar Loans, (ii) the Majority Lenders shall determine (which determination shall be conclusive) that the rates for the purpose of computing the Eurodollar Rate do not adequately and fairly reflect the cost to such Lenders of funding Eurodollar Loans that the Company has requested be outstanding as a Eurodollar Tranche during Loan that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans, or (iii) the continuation of a Eurodollar Loan as such for an additional Interest PeriodPeriod (any such Loan described in clauses (i), (ii) or (iii) of this subsection 3.6(a) being herein called an "Affected Loan"), the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, to the Company Toy Biz and the Lenders Banks at least two Business Days prior to to, as the first case may be, the borrowing date for such Loan, the conversion date for such Alternate Base Rate Loan or the last day of the Interest Period applicable to such Interest PeriodLoan. Unless the Company Toy Biz shall have notified the Administrative Agent promptly upon receipt of such telephone telecopy or telephonic notice that it wishes to rescind or modify its request regarding such Eurodollar Affected Loans, then any Loans that were requested to be made as Eurodollar Loans Loan shall be made as as, continued as, or converted into an Alternate Base Rate Loans and any Loans that were requested to be converted into or continued Loan, as Eurodollar Loans shall be converted into Alternate Base Rate Loansthe case may be. Until any such notice has been withdrawn by the Administrative Agent, no further Affected Loans shall be made as, continued as, or converted into, Eurodollar Loansmade.

Inability to Determine Interest Rate. (a) Notwithstanding any other provision of this Agreement, if (i) the Administrative Agent reasonably determines that, for any reason whatsoever, a rate for Eurodollar Loans cannot be determined as provided in the definition of Eurodollar Rate for any Interest Period or (ii) the Majority Lenders shall determine (which determination shall be conclusive) that the rates for the purpose of computing the Eurodollar Rate do not adequately and fairly reflect the cost to such Lenders of funding Eurodollar Loans that the Company has requested be outstanding as a Eurodollar Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Company and the Lenders at least two Business Days If prior to the first day of any Interest Period the Lender shall have determined (which determination, in the absence of manifest error, 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 Eurodollar Rate for such Interest Period, the Lender shall give telecopy or telephonic notice thereof to the Borrower as soon as practicable thereafter. Unless If such notice is given (x) any Eurodollar Loans requested to be made on the Company shall have notified the Administrative Agent upon receipt first day of such telephone Interest Period shall be made as ABR Loans (provided that prior to 1:00 p.m. on the Business Day preceding the first day of such Interest Period the Borrower may revoke its notice that it wishes to rescind or modify its request regarding of borrowing, in which case no such Eurodollar LoansLoans shall be made), (y) any Loans that were requested to be made as Eurodollar Loans shall be made as Alternate Base Rate Loans and any Loans that were requested have been converted on the first day of such Interest Period to be converted into or continued as Eurodollar Loans shall be converted into Alternate Base Rate to or continued as ABR Loans and (z) any outstanding Eurodollar Loans shall be converted, on the last day of the Interest Periods therefor, to ABR Loans. Until any such notice has been withdrawn by the Administrative AgentLender, which the Lender agrees to do when the circumstances that prompted the delivery of such notice no longer exist, no further Eurodollar Loans shall be made asor continued as such, continued as, or converted into, nor shall the Borrower have the right to convert Loans to Eurodollar Loans.

Inability to Determine Interest Rate. (a) Notwithstanding any other provision of this Agreement, if (i) the Administrative Agent reasonably determines that, for any reason whatsoever, a rate for Eurodollar Loans cannot be determined as provided in the definition of Eurodollar Rate for any Interest Period or (ii) the Majority Lenders shall determine (which determination shall be conclusive) that the rates for the purpose of computing the Eurodollar Rate do not adequately and fairly reflect the cost to such Lenders of funding Eurodollar Loans that the Company has requested be outstanding as a Eurodollar Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Company and the Lenders at least two Business Days If prior to the first day of any Interest Period, the Agent shall have determined (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 for the applicable currency for such Interest Period, the Agent shall give facsimile or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. Unless If such notice is given (a) any Eurocurrency Loans requested to be made on the Company shall have notified the Administrative Agent upon receipt first day of such telephone notice that it wishes to rescind or modify its Interest Period shall, unless the Borrower cancels the request regarding for such Eurodollar Loans, be made as Base Rate Loans and (b) any Loans that were requested to be made as Eurodollar Loans shall be made as Alternate Base Rate Loans and any Loans that were requested have been converted on the first day of such Interest Period to be converted into or continued as Eurodollar Eurocurrency Loans shall be converted into Alternate to or continued as Base Rate Loans (in each case, if the requested Eurocurrency Loans were Foreign Currency Loans, in the Dollar Amount of such requested Loans). Until any such notice has been withdrawn by the Administrative Agent, no further Eurocurrency Loans in the affected currency shall be made asor continued as such, continued as, or converted into, Eurodollar nor (if the affected currency is Dollars) shall the Borrower have the right to convert Base Rate Loans to Eurocurrency Loans.

Inability to Determine Interest Rate. (a) Notwithstanding any other provision of this Agreement, if (i) In the event that the Administrative Agent reasonably determines thatshall have determined (which determination shall be conclusive and binding upon the Company) that by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable means do not exist for any reason whatsoever, a rate for Eurodollar Loans cannot be determined as provided in ascertaining the definition of Eurodollar Rate for any Interest Period or with respect to (iii) the Majority Lenders shall determine (which determination shall be conclusive) that the rates for the purpose of computing the Eurodollar Rate do not adequately and fairly reflect the cost to such Lenders of funding Eurodollar proposed Loans that the Company has requested be outstanding made as a Eurodollar Tranche during Loans, (ii) any Eurodollar Loans that will result from the requested conversion of all or part of ABR Loans into Eurodollar Loans or (iii) the continuation of any Eurodollar Loan as such for an additional Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Company and the Lenders Banks at least two Business Days one day prior to the first requested Borrowing Date, the conversion date or the last day of such Interest Period, as the case may be. Unless the Company shall have notified the Administrative Agent upon receipt of If such telephone notice that it wishes to rescind or modify its request regarding such Eurodollar Loans, is given (i) any Loans that were requested to be made as Eurodollar Loans shall be made as Alternate Base Rate Loans and ABR Loans, (ii) any ABR Loans that were requested to be have been converted into or continued as to Eurodollar Loans shall be converted continued as ABR Loans, and (iii) any outstanding Eurodollar Loans shall be converted, on the last day of the then current Interest Period applicable thereto, into Alternate Base Rate ABR Loans. Until any such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made as, continued as, or converted into, Eurodollar Loansmade.

Inability to Determine Interest Rate. (a) Notwithstanding any other provision of this Agreement, if If (i) Administrative Agent shall have determined in good faith that, by reason of circumstances affecting the relevant market or, in the Administrative Agent reasonably determines thatAgent’s reasonable determination, otherwise, adequate and reasonable means do not exist for ascertaining the LIBORTerm SOFR for any reason whatsoever, a rate for Eurodollar Loans cannot be determined as provided in the definition of Eurodollar Rate for any requested Interest Period with respect to a proposed ​ ​ ​ ​ EurodollarSOFR Loan or (ii) the Majority Required Lenders shall determine (which determination shall be conclusive) have determined that the rates Eurodollar Base RateTerm SOFR for the purpose of computing the Eurodollar Rate do any requested Interest Period with respect to a proposed EurodollarSOFR Loan does not adequately and fairly reflect the cost to such the Lenders of funding Eurodollar Loans that the Company has requested be outstanding as a Eurodollar Tranche during or maintaining such Interest PeriodLoan, the Administrative Agent shall will forthwith give telephone notice of such determinationdetermination to the Borrower and each Lender. Thereafter, confirmed the obligation of the Lenders to make or maintain EurodollarSOFR Loans hereunder shall be suspended until Administrative Agent revokes such notice in writing, to the Company and the Lenders at least two Business Days prior to the first day of such Interest Period. Unless the Company shall have notified the Administrative Agent upon Upon receipt of such telephone notice that it wishes to rescind notice, the Borrower may revoke any Notice of Borrowing or modify its request regarding Notice of Conversion/Continuation then submitted by it. If the Borrower does not revoke such Eurodollar notice, the Lenders shall make, convert or continue the Loans, any Loans that were requested to be made as Eurodollar proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made as Alternate Base Rate Loans and any Loans that were requested to be made, converted into or continued as Eurodollar Loans shall be converted into Alternate Base Rate ABR Loans. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or converted into, Eurodollar Loans.​

Inability to Determine Interest Rate. In the event that the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Company) that (a) Notwithstanding any other provision by reason of this Agreementcircumstances affecting the interbank eurodollar market, if (i) adequate and reasonable means do not exist for ascertaining the Administrative Agent reasonably determines that, for any reason whatsoever, a rate for Eurodollar Loans cannot be determined as provided in the definition of Eurodollar Rate for any Interest Period or with respect to (iii) the Majority Lenders shall determine (which determination shall be conclusive) that the rates for the purpose of computing the Eurodollar Rate do not adequately and fairly reflect the cost to such Lenders of funding Eurodollar proposed Loans that the Company has requested be outstanding made as a Eurodollar Tranche during Loans, (ii) any Eurodollar Loans that will result from the requested conversion of all or part of the ABR Loans into Eurodollar Loans or (iii) the continuation of any Eurodollar Loan as such for an additional Interest Period, or (b) dollar deposits in the relevant amount and for the relevant period with respect to any such Eurodollar Loan are not generally available to the Banks in their respective Eurodollar Lending Offices' interbank eurodollar markets, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, determination to the Company and the Lenders Banks at least two Business Days one day prior to to, as the first case may be, the requested Borrowing Date, the conversion date or the last day of such Interest Period. Unless the Company shall have notified the Administrative Agent upon receipt of If such telephone notice that it wishes to rescind or modify its request regarding such Eurodollar Loans, is given (i) any Loans that were requested to be made as Eurodollar Loans shall be made as Alternate Base Rate Loans and ABR Loans, (ii) any ABR Loans that were requested to be have been converted into or continued as to Eurodollar Loans shall be converted continued as ABR Loans, and (iii) any outstanding Eurodollar Loans shall be converted, on the last day of the then current Interest Period applicable thereto, into Alternate Base Rate ABR Loans. Until any such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made as, continued as, or converted into, Eurodollar Loansmade.

Inability to Determine Interest Rate. (a) Notwithstanding In the event that prior to the first day of any other provision of this Agreement, if Interest Period with respect to a Eurodollar Loan: (i) none of the Administrative Agent reasonably determines that, Reference Lenders is able to obtain bids for any reason whatsoever, a rate its Dollar deposits for Eurodollar Loans cannot be determined as provided such Interest Period in the definition of manner contemplated by the term “Eurodollar Rate for any Interest Period Rate”; or (ii) the Majority Administrative Agent shall have received notice from Lenders shall determine (which determination shall be conclusive) constituting the Required Lenders that the rates interest rate determined pursuant to Section 2.9(a) for the purpose of computing the Eurodollar Rate do such Interest Period does not adequately and fairly accurately reflect the cost to such Lenders (as conclusively certified by such Lenders) of funding making or maintaining Eurodollar Loans that the Company has requested be outstanding as a Eurodollar Tranche during such Interest Period, with respect to a Loan that is to be made as or converted to or continued as a Eurodollar Loan, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, (provided that any telephonic notice shall be promptly confirmed in writing, ) of such determination to the Company Borrower and the Lenders each Lender at least two Business Days one day prior to the first day of such Interest Period. Unless the Company shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind relevant Borrowing Date, conversion date or modify its request regarding continuation date for such Eurodollar LoansLoan. If such notice is given, any Loans Loan that were requested is to be made as or converted to or continued as a Eurodollar Loans Loan shall be made as Alternate Base or converted to a Reference Rate Loans and any Loans that were requested to be converted into or continued as Eurodollar Loans shall be converted into Alternate Base Rate LoansLoan. Until any such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made asor continued as such, continued as, or converted into, nor shall the Borrower have the right to convert Loans to Eurodollar Loans.

Inability to Determine Interest Rate. (a) Notwithstanding any other provision of this Agreement, if (i) In the event that the Administrative Agent reasonably determines thatshall have determined (which determination, for any reason whatsoever, a rate for Eurodollar Loans cannot be determined as provided in the definition absence of manifest error, shall be conclusive and binding upon the Company) that by reason of circumstances affecting the relevant interbank eurocurrency market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for any Interest Period or with respect to (iii) the Majority Lenders shall determine (which determination shall be conclusive) that the rates for the purpose of computing the Eurodollar Rate do not adequately and fairly reflect the cost to such Lenders of funding Eurodollar Loans any proposed Loan that the Company has requested be outstanding made as Eurodollar Loans, (ii) a Eurodollar Tranche during Loan that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the continuation of a Eurodollar Loan as such for an additional Interest PeriodPeriod (any such Loan described in clauses (i), (ii) or (iii) of this Section 7.8(a) being herein called an “Affected Loan”), the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, to the Company and the Lenders (with a copy to any affected Lenders) at least two (2) Business Days prior to to, as the first case may be, the borrowing date for such Eurodollar Loan, the conversion date for such Alternate Base Rate Loan or the last day of the Interest Period applicable to such Interest PeriodEurodollar Loan. Unless the Company shall have notified the Administrative Agent promptly upon receipt of such telephone telecopy or telephonic notice that it wishes to rescind or modify its request regarding such Eurodollar Affected Loans, then, as the case may be, any Loans that were requested to be made as Eurodollar Loans Loan shall be made as an Alternate Base Rate Loans and any Loans that were requested to be converted into or Loan, continued as Eurodollar Loans shall be converted into an Alternate Base Rate LoansLoan or converted into an Alternate Base Rate Loan. Until any such notice has been withdrawn by the Administrative Agent, no further Affected Loans shall be made as, continued as, or converted into, Eurodollar Loansmade.

Inability to Determine Interest Rate. (a) Notwithstanding any other provision of this Agreement, if (i) the Administrative Agent reasonably determines that, for any reason whatsoever, a rate for Eurodollar Loans cannot be determined as provided in the definition of Eurodollar Rate for any Interest Period or (ii) the Majority Lenders shall determine (which determination shall be conclusive) that the rates for the purpose of computing the Eurodollar Rate do not adequately and fairly reflect the cost to such Lenders of funding Eurodollar Loans that the Company has requested be outstanding as a Eurodollar Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Company and the Lenders at least two Business Days If prior to the first day of any Interest Period, the Agent shall have determined (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 Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with a Base Rate Loan, the Agent shall promptly give telecopy or telephonic notice thereof to the Borrower and the Lenders. If such notice is given (a) any Eurodollar Loans requested to be made on the first day of such Interest Period. Unless Period shall be made as Base Rate Loans as to which the Company shall have notified interest rate is not determined with reference to the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify its request regarding such Eurodollar LoansRate, (b) any Loans that were requested to be made as Eurodollar Loans shall be made as Alternate Base Rate Loans and any Loans that were requested have been converted on the first day of such Interest Period to be converted into or continued as Eurodollar Loans shall be converted into Alternate to or continued as Base Rate LoansLoans as to which the interest rate is not determined with reference to the Eurodollar Rate and (c) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans as to which the interest rate is not determined with reference to the Eurodollar Rate. Until any such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Base Rate Loans as to which the interest rate is determined with reference to the Eurodollar Rate shall be made asor continued as such, continued as, or converted into, nor shall the Borrower have the right to convert Base Rate Loans to Eurodollar Loans.

Inability to Determine Interest Rate. (a) Notwithstanding any other provision of this Agreement, if (i) In the event that the Administrative Agent reasonably determines thatshall have determined (which determination, for any reason whatsoever, a rate for Eurodollar Loans cannot be determined as provided in the definition absence of manifest error, shall be conclusive and binding upon the Company) that by reason of circumstances affecting the relevant interbank eurocurrency market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for any Interest Period or with respect to (iii) the Majority Lenders shall determine (which determination shall be conclusive) that the rates for the purpose of computing the Eurodollar Rate do not adequately and fairly reflect the cost to such Lenders of funding Eurodollar proposed Loans that the Company has requested be outstanding made as Eurodollar Loans, (ii) a Eurodollar Tranche during Loan that will result from the requested conversion of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the continuation of a Eurodollar Loan as such for an additional Interest PeriodPeriod (any such Loan described in clauses (i), (ii) or (iii) of this subsection 0 being herein called an "Affected Loan"), the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, to the Company and the Lenders at least two Business Days prior to the first borrowing date for such Loan, the conversion date for such Alternate Base Rate Loan or the last day of the Interest Period applicable to such Interest PeriodLoan, as the case may be. Unless the Company shall have notified the Administrative Agent promptly upon receipt of such telephone telecopy or telephonic notice that it wishes to rescind or modify its request regarding such Eurodollar Affected Loans, then any Loans that were requested to be made as Eurodollar Loans Loan shall be made as as, continued as, or converted into an Alternate Base Rate Loans and any Loans that were requested to be converted into or continued Loan, as Eurodollar Loans shall be converted into Alternate Base Rate Loansthe case may be. Until any such notice has been withdrawn by the Administrative Agent, no further Affected Loans shall be made as, continued as, or converted into, Eurodollar Loansmade.

Inability to Determine Interest Rate. If prior to the first day of any Interest Period, the Administrative Agent shall have determined in good faith (awhich determination shall be conclusive and binding upon the Borrowers) Notwithstanding any other provision that, by reason of this Agreementcircumstances affecting the relevant market, if (i) adequate and reasonable means do not exist for ascertaining the Administrative Agent reasonably determines that, for any reason whatsoever, a rate for Adjusted Eurodollar Loans cannot be determined as provided in Rate or the definition of Eurodollar Rate for any such Interest Period or (ii) the Majority Lenders shall determine (which determination shall be conclusive) that the rates for the purpose of computing the Eurodollar Rate do for any requested Interest Period does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Loans that the Company has requested be outstanding as a Eurodollar Tranche during such Interest PeriodLoan, the Administrative Agent shall forthwith give telephone telecopy or telephonic notice of such determination, confirmed in writing, thereof to the Company Borrowers and the Lenders at least two Business Days prior as soon as practicable thereafter, and will also give prompt written notice to the Borrowers and the Lenders when such conditions no longer exist. If such notice is given (a) any Eurodollar Loans or Competitive Bid Loans requested to be made on the first day of such Interest Period. Unless the Company shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify its request regarding such Eurodollar Loans, any Loans that were requested to be made as Eurodollar Loans Period shall be made as Alternate Base Rate Loans and (b) any Revolving Loans that were requested to be have been converted into on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted into Alternate to or continued as Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans or Competitive Bid Loans shall be made asor continued as such, continued as, or converted into, nor shall the Borrowers have the right to convert Base Rate Loans to Eurodollar Loans.

Inability to Determine Interest Rate. (a) Notwithstanding any other provision of this Agreement, if (i) In the event that the Administrative Agent reasonably determines thatshall have determined (which determination shall be conclusive and binding upon the Company) that by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable means do not exist for any reason whatsoever, a rate for Eurodollar Loans cannot be determined as provided in ascertaining the definition of Eurodollar Rate for any Interest Period or with respect to (iii) the Majority Lenders shall determine (which determination shall be conclusive) that the rates for the purpose of computing the Eurodollar Rate do not adequately and fairly reflect the cost to such Lenders of funding Eurodollar proposed Loans that the Company has requested be outstanding made as a Eurodollar Tranche during Loans, (ii) any Eurodollar Loans that will result from the requested conversion of all or part of ABR Loans into Eurodollar Loans or (iii) the continuation of any Eurodollar Loan as such for an additional Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Company and the Lenders Banks at least two Business Days one day prior to to, the first requested Borrowing Date, the conversion date or the last day of such Interest Period, as the case may be. Unless the Company shall have notified the Administrative Agent upon receipt of If such telephone notice that it wishes to rescind or modify its request regarding such Eurodollar Loans, is given (i) any Loans that were requested to be made as Eurodollar Loans shall be made as Alternate Base Rate Loans and ABR Loans, (ii) any ABR Loans that were requested to be have been converted into or continued as to Eurodollar Loans shall be converted continued as ABR Loans, and (iii) any outstanding Eurodollar Loans shall be converted, on the last day of the then current Interest Period applicable thereto, into Alternate Base Rate ABR Loans. Until any such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made as, continued as, or converted into, Eurodollar Loansmade.