Common use of Inability to Determine Eurodollar Rate Clause in Contracts

Inability to Determine Eurodollar Rate. Notwithstanding any other provision of this Agreement, if (i) the Administrative Agent reasonably determines that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining a rate for Eurodollar Receivable Interests as provided in the definition of Adjusted Eurodollar Rate for any Fixed Period or (ii) Committed Purchasers representing at least a majority of the Aggregate Commitment shall determine (which determination shall be conclusive) that the rates for the purpose of computing the Adjusted Eurodollar Rate do not adequately and fairly reflect the cost to such Committed Purchasers of funding a Eurodollar Receivable Interests that the Seller has requested be outstanding as a Eurodollar Receivable Interest during such Fixed Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Seller and each Managing Agent at least two Business Days prior to the first day of such Fixed Period. Unless the Seller shall have notified the applicable Managing Agent upon receipt of such telephone notice that it wishes to rescind or modify its request regarding such Eurodollar Receivable Interest, any Receivable Interests that were requested to be funded as Eurodollar Receivable Interests shall be Base Rate Receivable Interests and any Receivable Interests that were requested to be converted into or continued as Eurodollar Receivable Interests shall be converted into Base Rate Receivable Interests. Until any such notice has been withdrawn by the Administrative Agent, no further Receivable Interests shall be funded as, continued as, or converted into, Eurodollar Receivable Interests.

Inability to Determine Eurodollar Rate. Notwithstanding If in connection with any other provision of this Agreementrequest for a Eurodollar Rate Loan or a conversion to or continuation thereof, if (a) the Lender determines that (i) Dollar deposits are not being offered to banks in the Administrative Agent reasonably determines thatLondon interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, by reason of circumstances affecting the relevant market, or (ii) adequate and reasonable means do not exist for ascertaining a rate for Eurodollar Receivable Interests as provided in determining the definition of Adjusted Eurodollar Rate for any Fixed requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i) above, “Impacted Loans”), or (iib) Committed Purchasers representing at least a majority of the Aggregate Commitment shall determine (which determination shall be conclusive) Lender determines that for any reason the rates for the purpose of computing the Adjusted Eurodollar Rate do for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Committed Purchasers the Lender of funding a such Eurodollar Receivable Interests that the Seller has requested be outstanding as a Eurodollar Receivable Interest during such Fixed PeriodRate Loan, the Administrative Agent Lender will promptly so notify the Borrower. Thereafter, (x) the obligation of the Lender to make or maintain Eurodollar Rate Loans shall forthwith give telephone notice of such determination, confirmed in writing, be suspended (to the Seller extent of the affected Eurodollar Rate Loans or Interest Periods), and each Managing Agent at least two Business Days prior (y) in the event of a determination described in the preceding sentence with respect to the first day 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 the Lender revokes such Fixed Periodnotice. Unless the Seller shall have notified the applicable Managing Agent upon Upon receipt of such telephone notice, the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, if the Lender has made the determination described in clause (a)(i) of this section, the Lender, in consultation with the Borrower, may establish an alternative interest rate for the Impacted Loans, in which case such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Lender revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this section, (2) the Lender notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to the Lender of funding the Impacted Loans, or (3) the Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it wishes is unlawful, for the Lender or its applicable Lending Office to rescind make, maintain or modify its request regarding fund Loans whose interest is determined by reference to such Eurodollar Receivable Interest, alternative rate of interest or to determine or charge interest rates based upon such rate or any Receivable Interests that were requested Governmental Authority has imposed material restrictions on the authority of the Lender to be funded as Eurodollar Receivable Interests shall be Base Rate Receivable Interests do any of the foregoing and any Receivable Interests that were requested to be converted into or continued as Eurodollar Receivable Interests shall be converted into Base Rate Receivable Interests. Until any such provides the Lender and the Borrower written notice has been withdrawn by the Administrative Agent, no further Receivable Interests shall be funded as, continued as, or converted into, Eurodollar Receivable Intereststhereof.

Inability to Determine Eurodollar Rate. Notwithstanding If in connection with any other provision of this Agreement, if request for a Eurodollar Rate Loan or a conversion to or continuation thereof (ia) the Administrative Agent reasonably determines thatthat (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, by reason of circumstances affecting the relevant market, or (ii) adequate and reasonable means do not exist for ascertaining a rate for Eurodollar Receivable Interests as provided in determining the definition of Adjusted Eurodollar Rate for any Fixed requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (iib) Committed Purchasers representing at least a majority of the Aggregate Commitment shall Required Lenders reasonably determine (which determination shall be conclusive) that for any reason the rates for the purpose of computing the Adjusted Eurodollar Rate do for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Committed Purchasers Lenders of funding a Eurodollar Receivable Interests that the Seller has requested be outstanding as a Eurodollar Receivable Interest during such Fixed PeriodLoan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall forthwith give telephone notice of such determination, confirmed in writing, be suspended (to the Seller extent the affected Eurodollar Rate Loans or Interest Periods), and each Managing Agent at least two Business Days prior (y) in the event of a determination described in the preceding sentence with respect to the first day 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 the Administrative Agent (upon the instruction of the Required Lenders) revokes such Fixed Periodnotice. Unless the Seller shall have notified the applicable Managing Agent upon Upon receipt of such telephone notice that it wishes notice, the Borrower may revoke any pending request for a borrowing of, conversion to rescind or modify its continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request regarding such Eurodollar Receivable Interest, any Receivable Interests that were requested to be funded as Eurodollar Receivable Interests shall be into a request for a borrowing of Base Rate Receivable Interests and any Receivable Interests that were requested to be converted into or continued as Eurodollar Receivable Interests shall be converted into Base Rate Receivable Interests. Until any such notice has been withdrawn by Loans in the Administrative Agent, no further Receivable Interests shall be funded as, continued as, or converted into, Eurodollar Receivable Interestsamount specified therein.

Inability to Determine Eurodollar Rate. Notwithstanding If in connection with any other provision of this Agreement, if request for a Eurodollar Rate Loan or a conversion to or continuation thereof (ia) the Administrative Agent reasonably determines thatthat (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, by reason of circumstances affecting the relevant market, or (ii) adequate and reasonable means do not exist for ascertaining a rate for Eurodollar Receivable Interests as provided in determining the definition of Adjusted Eurodollar Rate for any Fixed requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (iib) Committed Purchasers representing at least a majority of the Aggregate Commitment shall Required Lenders reasonably determine (which determination shall be conclusive) that for any reason the rates for the purpose of computing the Adjusted Eurodollar Rate do for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Committed Purchasers Lenders of funding a Eurodollar Receivable Interests that the Seller has requested be outstanding as a Eurodollar Receivable Interest during such Fixed PeriodLoan, the Administrative Agent will promptly so notify the Borrowers and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall forthwith give telephone notice of such determination, confirmed in writing, be suspended (to the Seller extent the affected Eurodollar Rate Loans or Interest Periods), and each Managing Agent at least two Business Days prior (y) in the event of a determination described in the preceding sentence with respect to the first day 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 the Administrative Agent (upon the instruction of the Required Lenders) revokes such Fixed Periodnotice. Unless the Seller shall have notified the applicable Managing Agent upon Upon receipt of such telephone notice that it wishes notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to rescind or modify its continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request regarding such Eurodollar Receivable Interest, any Receivable Interests that were requested to be funded as Eurodollar Receivable Interests shall be into a request for a Borrowing of Base Rate Receivable Interests and any Receivable Interests that were requested to be converted into or continued as Eurodollar Receivable Interests shall be converted into Base Rate Receivable Interests. Until any such notice has been withdrawn by Loans in the Administrative Agent, no further Receivable Interests shall be funded as, continued as, or converted into, Eurodollar Receivable Interestsamount specified therein.

Inability to Determine Eurodollar Rate. Notwithstanding In the event that any other provision Purchaser Agent shall have determined prior to the first day of this Agreement, if any Settlement Period (iwhich determination shall be conclusive and binding upon the parties hereto) the Administrative Agent reasonably determines that, by reason of circumstances circumstances, affecting the relevant interbank Eurodollar market, either (a) dollar deposits in the relevant amounts and for the relevant Settlement Period are not available, (b) adequate and reasonable means do not exist for ascertaining a rate for Eurodollar Receivable Interests as provided in the definition of Adjusted Eurodollar Rate for any Fixed such Settlement Period or (iic) Committed Purchasers representing at least a majority of the Aggregate Commitment shall determine (which determination shall be conclusive) that the rates for the purpose of computing the Adjusted Eurodollar Rate do determined pursuant hereto does not adequately and fairly accurately reflect the cost to such Committed Purchasers any Purchaser (as conclusively determined by the related Purchaser) of funding a Eurodollar Receivable Interests that the Seller has requested be outstanding as a Eurodollar Receivable Interest maintaining any Portion of Capital during such Fixed Settlement Period, the Administrative such Purchaser Agent shall forthwith promptly give telephone telephonic notice of such determination, confirmed in writing, to the Seller and each Managing Agent at least two Business Days prior to the first day of such Fixed Settlement Period. Unless Upon delivery of such notice (a) no Portion of Capital shall be funded by the Purchasers in the related Purchaser Group thereafter at the Alternate Rate determined by reference to the Eurodollar Rate, unless and until such Purchaser Agent shall have given notice to the Seller that the circumstances giving rise to such determination no longer exist (which notice such Purchaser Agent shall give to the Seller promptly after such circumstances no longer exist) and (b) with respect to any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the Eurodollar Rate, such Alternate Rate shall automatically be converted to the Alternate Rate determined by reference to the Alternate Base Rate at the respective last days of the then current Settlement Periods relating to such Portions of Capital. If, on or before the first day of any Settlement Period, the Administrative Agent shall have been notified by any Purchaser, Purchaser Agent or Alternate Purchaser that, such Person has determined (which determination shall be final and conclusive absent manifest error) that, any enactment, promulgation or adoption of or any change in any applicable Law or any change in the applicable Managing interpretation or administration thereof by a Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Person with any guideline, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for such Person to fund or maintain any Portion of Capital at the Alternate Rate and based upon the Eurodollar Rate, the Administrative Agent upon shall notify the Seller thereof. Upon receipt of such telephone notice, until the Administrative Agent notifies the Seller that the circumstances giving rise to such determination no longer apply (which notice the Administrative Agent shall give to the Seller promptly after the Administrative Agent has received notice from the Purchaser Agents that it wishes to rescind or modify its request regarding such Eurodollar Receivable Interestcircumstances no longer exist), any Receivable Interests that were requested to (a) no Portion of Capital shall be funded as at the Alternate Rate determined by reference to the Eurodollar Receivable Interests shall be Base Rate Receivable Interests and (b) the Yield for any Receivable Interests that were requested outstanding Portions of Capital then funded at the Alternate Rate determined by reference to be converted into or continued as the Eurodollar Receivable Interests Rate shall be converted into to the Alternate Rate determined by reference to the Alternate Base Rate Receivable Interests. Until any either (i) on the last day of the then current Settlement Period if such notice has been withdrawn Person may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Administrative Agent, no further Receivable Interests shall be funded as, continued asEurodollar Rate to such day, or converted into(ii) immediately, if such Person may not lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Eurodollar Receivable InterestsRate to such day.

Inability to Determine Eurodollar Rate. Notwithstanding 5.4.1. If in connection with any other provision of this Agreement, if request for a Eurodollar Rate Loan or a conversion to or continuation thereof (ia) the Administrative Agent reasonably determines thatthat (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, by reason of circumstances affecting the relevant market, or (ii) adequate and reasonable means do not exist for ascertaining a rate for Eurodollar Receivable Interests as provided in determining the definition of Adjusted Eurodollar Rate for any Fixed requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (iib) Committed Purchasers representing at least a majority of the Aggregate Commitment shall Administrative Agent or the Required Lenders reasonably determine (which determination shall be conclusive) that for any reason the rates for the purpose of computing the Adjusted Eurodollar Rate do for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Committed Purchasers Lenders of funding a such Eurodollar Receivable Interests that the Seller has requested be outstanding as a Eurodollar Receivable Interest during such Fixed PeriodRate Loan, the Administrative Agent will promptly so notify the Borrowers and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall forthwith give telephone notice of such determination, confirmed in writing, be suspended (to the Seller extent of the affected Eurodollar Rate Loans or Interest Periods), and each Managing Agent at least two Business Days prior (y) in the event of a determination described in the preceding sentence with respect to the first day Eurodollar Rate component of such Fixed Period. Unless the Seller Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall have notified be suspended, in each case until the applicable Managing Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (b) of this §5.4.1, until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such telephone notice that it wishes notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to rescind or modify its continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request regarding such Eurodollar Receivable Interest, any Receivable Interests that were requested to be funded as Eurodollar Receivable Interests shall be into a request for a Borrowing of Base Rate Receivable Interests and any Receivable Interests that were requested to be converted into or continued as Eurodollar Receivable Interests shall be converted into Base Rate Receivable Interests. Until any such notice has been withdrawn by Loans in the Administrative Agent, no further Receivable Interests shall be funded as, continued as, or converted into, Eurodollar Receivable Interestsamount specified therein.

Inability to Determine Eurodollar Rate. Notwithstanding If in connection with any other provision of this Agreement, if request for a Eurodollar Rate Loan or a conversion to or continuation thereof (ia) the Administrative Agent reasonably determines thatthat (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, by reason of circumstances affecting the relevant market, or (ii) adequate and reasonable means do not exist for ascertaining a rate for Eurodollar Receivable Interests as provided in determining the definition of Adjusted Eurodollar Rate for any Fixed requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (iib) Committed Purchasers representing at least a majority of the Aggregate Commitment shall Required Lenders reasonably determine (which determination shall be conclusive) that for any reason the rates for the purpose of computing the Adjusted Eurodollar Rate do for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Committed Purchasers Lenders of funding a Eurodollar Receivable Interests that the Seller has requested be outstanding as a Eurodollar Receivable Interest during such Fixed PeriodLoan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall forthwith give telephone notice of such determination, confirmed in writing, be suspended (to the Seller extent the affected Eurodollar Rate Loans or Interest Periods), and each Managing Agent at least two Business Days prior (y) in the event of a determination described in the preceding sentence with respect to the first day 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 the Administrative Agent (upon the instruction of the Required Lenders) revokes such Fixed Periodnotice. Unless the Seller shall have notified the applicable Managing Agent upon Upon receipt of such telephone notice that it wishes notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to rescind or modify its continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request regarding such Eurodollar Receivable Interest, any Receivable Interests that were requested to be funded as Eurodollar Receivable Interests shall be into a request for a Committed Borrowing of Base Rate Receivable Interests and any Receivable Interests that were requested to be converted into or continued as Eurodollar Receivable Interests shall be converted into Base Rate Receivable Interests. Until any such notice has been withdrawn by Loans in the Administrative Agent, no further Receivable Interests shall be funded as, continued as, or converted into, Eurodollar Receivable Interestsamount specified therein.

Inability to Determine Eurodollar Rate. (a) Notwithstanding any other provision of this Agreement, if the introduction of, any change in, or any change in the interpretation of, any law or regulation applicable to any Bank shall make it unlawful for any Bank to make or maintain Eurodollar Loans, such Bank shall forthwith give notice of such circumstances to the Borrower and the Administrative Agent and thereupon (i) the commitment of such Bank to make Eurodollar Loans or convert Base Rate Loans to Eurodollar Loans shall forthwith be suspended and (ii) such Bank's outstanding Eurodollar Loans, if any, shall be converted automatically to Base Rate Loans on the last day of each Interest Period applicable to such Eurodollar Loans or such earlier date as may be required by law. The Borrower hereby agrees promptly to pay the Administrative Agent reasonably determines thatfor the account of such Bank, upon demand by reason such Bank, any additional amounts necessary to compensate such Bank for any costs incurred by such Bank in making any conversion in accordance with this 5.4, including any interest or fees payable by such Bank to lenders of circumstances affecting funds obtained by it in order to make or maintain its Eurodollar Loans hereunder. (b) In the relevant marketevent, prior to the commencement of any Interest Period relating to any Eurodollar Loan, the Administrative Agent shall determine or shall be notified by the Majority Banks that adequate and reasonable means methods do not exist for ascertaining a rate for Eurodollar Receivable Interests as provided in the definition of Adjusted Eurodollar Rate for that would otherwise be applicable to any Fixed Period or (ii) Committed Purchasers representing at least a majority of the Aggregate Commitment shall determine (which determination shall be conclusive) that the rates for the purpose of computing the Adjusted Eurodollar Rate do not adequately and fairly reflect the cost to such Committed Purchasers of funding a Eurodollar Receivable Interests that the Seller has requested be outstanding as a Eurodollar Receivable Interest Loan during such Fixed Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, determination (which shall be conclusive and binding on the Borrower and the Banks) to the Seller Borrower and the Banks. In such event (i) any request for Eurodollar Loans hereunder or request to convert a Base Rate Loan to a Eurodollar Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan, (ii) each Managing Agent at least two Business Days prior to Eurodollar Loan will automatically, on the first last day of such Fixed Period. Unless the Seller shall have notified then current Interest Period thereof, become a Base Rate Loan, and (iii) the applicable Managing Agent upon receipt obligations of such telephone notice that it wishes the Banks to rescind or modify its request regarding such make Eurodollar Receivable Interest, any Receivable Interests that were requested to be funded as Eurodollar Receivable Interests Loans shall be Base Rate Receivable Interests and any Receivable Interests suspended until the Administrative Agent or the Majority Banks (as applicable) determine that were requested the circumstances giving rise to be converted into or continued as Eurodollar Receivable Interests shall be converted into Base Rate Receivable Interests. Until any such notice has been withdrawn by suspension no longer exist, whereupon the Administrative Agent, no further Receivable Interests or the Administrative Agent upon the instruction of the Majority Banks, as the case may be, shall be funded as, continued as, or converted into, Eurodollar Receivable Interestsso notify the Borrower and the Banks.