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 Until any such notice has been withdrawn by the Administrative Agent, no further Receivable Interests shall be funded as, continued as, or converted into, Eurodollar Receivable Interests.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 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 any other provision of this Agreement, if In the event that the Agent shall have determined (iwhich determination shall be conclusive and binding upon the Borrowers) the Administrative Agent reasonably determines that, that by reason of circumstances affecting the relevant interbank eurodollar 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 applicable for any Fixed Eurodollar Interest Period with respect to (a) Base Rate Loans that the Partnership has requested be converted to Eurodollar Loans, or (b) the continuation of Eurodollar Loans beyond the expiration of the then current Eurodollar Interest Period therefor, the Agent shall give notice of such event to the Partnership within 30 days following the date of such notice by the Agent, the Agent (after consultation with each Lender) and the Partnership shall enter into negotiations in good faith with a view to agreeing on an alternative basis acceptable to the Partnership and the Lenders for determining the interest rate (the "Substitute Eurodollar Rate") which shall be applicable during such Eurodollar Interest Period for the Eurodollar Loans to which such Eurodollar Interest Period applies and which shall reflect the cost to the Lenders of funding such Eurodollar Loans for such Eurodollar Interest Period from alternate sources plus the Applicable Margin applicable to Eurodollar Loans. If, at the expiration of 30 days from the giving of such notice by the Agent, (i) the Agent and the Partnership have agreed to such Substitute Eurodollar Rate, such Substitute Eurodollar Rate shall take effect with respect to such Eurodollar Interest Period from the beginning of such Eurodollar Interest Period, or (ii) Committed Purchasers representing at least the Agent and the Partnership have not agreed to a majority Substitute Eurodollar Rate, (x) any Loans that were to have been converted to Eurodollar Loans shall be continued as Base Rate Loans and (y) any outstanding Eurodollar Loans shall be converted, on the last day of the Aggregate Commitment shall determine (which determination shall be conclusive) that the rates for the purpose of computing the Adjusted then current 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 writingPeriod therefor, 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 InterestsLoans. Until any such notice has been withdrawn by the Administrative Agent, no further Receivable Interests Base Rate Loans shall be funded as, continued as, or converted into, to Eurodollar Receivable InterestsLoans pursuant to Section 2.3(a).

Inability to Determine Eurodollar Rate. Notwithstanding (a) In the event, prior to the commencement of any other provision of this AgreementInterest Period relating to any Eurodollar Rate Loans, if (i) the Administrative Agent reasonably determines that, by reason of circumstances affecting the relevant market, Lender shall determine 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 that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan, or that the Eurodollar Rate will not adequately reflect the cost to the Lender of making, funding or maintaining their Eurodollar Rate Loans, during any Interest Period, the Lender shall forthwith give Notice of such determination (which shall be conclusive and binding on the Borrower and the Lender) to the Borrower and the Lender. In such event (a) any Interest Rate Notice with respect to Eurodollar Rate Loans shall be automatically withdrawn and any Interest Rate Notice shall be deemed to be a request for any Fixed Period or a Base Rate Loan, (iib) Committed Purchasers representing at least a majority each Eurodollar Rate Loan will automatically, on the last day of the Aggregate Commitment then current Interest Period thereof, become a Base Rate Loan, and (c) the obligation of the Lender to make Eurodollar Rate Loans shall determine be suspended until the Lender determines that the circumstances giving rise to such suspension no longer exist, whereupon the Lender shall so notify the Borrower. (b) If at any time the Lender determines (which determination shall be conclusiveconclusive absent manifest error) that (i) that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan and such circumstance is unlikely to be temporary or (ii) any of (w) the supervisor for the administrator of the LIBO Screen Rate has made a public statement that the administrator of the LIBO Screen Rate is insolvent (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (x) the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (y) the supervisor for the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Lender has made a public statement identifying a specific date after which the LIBO Screen Rate may no longer be used for determining interest rates for loans, then the purpose Lender and the Borrower shall endeavor to establish an alternate rate of computing interest to the Adjusted LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin as defined in Schedule III); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii)(w), clause (ii)(x) or clause (ii)(y) of the first sentence of this Section 3.04(b), only to the extent the LIBO Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Interest Rate Notice that requests the conversion of any Loan to, or continuation of any Loan as, a Eurodollar Rate do not adequately Loan shall be ineffective and fairly reflect the cost to such Committed Purchasers of funding (y) if any Borrowing Notice requests a Eurodollar Receivable Interests that the Seller has requested Rate Loan, such Loan shall be outstanding made 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 InterestsLoan.

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. Notwithstanding any other provision of this Agreement, if In the event that the Senior Tranche Agent shall have determined (iwhich determination shall be conclusive and binding upon the Borrower) the Administrative Agent reasonably determines that, that by reason of circumstances affecting the relevant interbank eurodollar 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 applicable for any Fixed Eurodollar Interest Period with respect to Eurodollar Loans that will result from the required conversion of Base Rate Loans into Eurodollar Loans pursuant to subsection 4.4 or (ii) Committed Purchasers representing at least a majority the continuation of Eurodollar Loans beyond the expiration of the Aggregate Commitment then current Eurodollar Interest Period therefor, the Senior Tranche Agent shall determine give notice of such event to the Borrower. Within 30 days following the date of such notice by the Senior Tranche Agent, the Senior Tranche Agent (after consultation with each Tranche A Lender) and the Borrower shall enter into negotiations in good faith with a view to agreeing to an alternative basis acceptable to the Borrower and the Tranche A Lenders for determining the interest rate (the "Substitute Eurodollar Rate") which determination shall be conclusive) that the rates applicable during such Eurodollar Interest Period for the purpose of computing the Adjusted Eurodollar Rate do not adequately Loans to which such Eurodollar Interest Period applies and fairly which shall reflect the cost to such Committed Purchasers the Tranche A Lenders of funding a such Eurodollar Receivable Interests that Loans for such Eurodollar Interest Period from alternate sources at the Seller has requested be outstanding as a Eurodollar Receivable Interest during rate set forth in the Letter Agreement. If, at the expiration of 30 days from the giving of such Fixed Periodnotice by the Senior Tranche Agent, the Administrative Senior Tranche Agent and the Borrower have agreed to such Substitute Eurodollar Rate, such Substitute Eurodollar Rate shall forthwith give telephone notice take effect with respect to such Eurodollar Interest Period from the beginning of such determinationEurodollar Interest Period. If, confirmed in writingat the expiration of 30 days from the giving of such notice by the Senior Tranche Agent, the Senior Tranche Agent and the Borrower have not agreed to a Substitute Eurodollar Rate, (a) any requested Eurodollar Loans shall be deemed to have been made as Base Rate Loans, (b) any Base Rate Loans that were to have been converted to Eurodollar Loans shall be continued as Base Rate Loans and (c) any outstanding Eurodollar Loans shall be converted, on the last day of the then current Eurodollar Interest Period therefor, 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 InterestsLoans. Until any such notice has been withdrawn by the Administrative Senior Tranche Agent, no further Receivable Interests Eurodollar Loans shall be funded as, continued as, or made nor shall any Base Rate Loans be converted into, to Eurodollar Receivable InterestsLoans pursuant to subsection 4.4(a).

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 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.