Common use of Inability to Determine Rates Etc Clause in Contracts

Inability to Determine Rates Etc. If the Required Lenders determine that for any reason a market for bankers’ acceptances does not exist at any time or the Lenders cannot for other reasons, after reasonable efforts, readily sell bankers’ acceptances or perform their other obligations under this Agreement with respect to bankers’ acceptances, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the Borrower’s right to request the acceptance of bankers’ acceptances shall be and remain suspended until the Required Lenders determine and the Agent notifies the Borrower and each Lender that the condition causing such determination no longer exists. If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan, or that the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBO Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing, conversion or continuation of LIBO Rate Loans 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.

Inability to Determine Rates Etc. If the Required Lenders determine that for any reason a market for bankers’ ' acceptances does not exist at any time or the Lenders cannot for other reasons, after reasonable efforts, readily sell bankers’ ' acceptances or perform their other obligations under this Agreement with respect to bankers’ ' acceptances, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the Borrower’s 's right to request the acceptance of bankers’ ' acceptances shall be and remain suspended until the Required Lenders determine and the Agent notifies the Borrower and each Lender that the condition causing such determination no longer exists. If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan, or that the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBO Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing, conversion or continuation of LIBO Rate Loans 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.

Inability to Determine Rates Etc. If Notwithstanding Section 9.12(1), if the Required Lenders determine that for any reason a market for bankers’ acceptances B/As does not exist at any time time, or the Lenders cannot for other reasons, after reasonable efforts, readily sell bankers’ acceptances B/As or perform their other obligations under this Agreement with respect to bankers’ acceptancesB/As, the Administrative Agent will promptly so notify the Borrower Borrowers and each Lender. Thereafter, the Borrower’s Borrowers’ right to request the acceptance of bankers’ acceptances B/As shall be and remain suspended until the Required Lenders determine and the Agent notifies the Borrower Borrowers and each Lender that the any condition causing such the original determination no longer exists. If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the LIBO Rate LIBOR for any requested Interest LIBOR Period with respect to a proposed LIBO Rate LoanLIBOR Advance, or that the LIBO Rate LIBOR for any requested Interest LIBOR Period with respect to a proposed LIBO Rate Loan LIBOR Advance does not adequately and fairly reflect the cost to such those Lenders of funding such Loanthat Advance, the Administrative Agent will promptly so notify the Borrower Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBO Rate Loans LIBOR Advances shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such the notice. Upon receipt of such that notice, the Borrower Borrowers may revoke any pending request for a borrowing, conversion or continuation of LIBO Rate Loans LIBOR Advances or, failing that, will be deemed to have converted such its request into a request for a borrowing of Base Rate Loans Advances in the amount specified thereinin the request.

Inability to Determine Rates Etc. (i) If the Required Lenders determine that for any reason a market for bankers’ acceptances does not exist at any time or the Lenders cannot for other reasons, after reasonable efforts, readily sell bankers’ acceptances or perform their other obligations under this Agreement with respect to bankers’ acceptancesany Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the Borrower’s right to request the acceptance of bankers’ acceptances determines (which determination shall be binding and remain suspended until conclusive on the Required Lenders determine and Company) that by reason of circumstances affecting the Agent notifies the Borrower and each Lender that the condition causing such determination no longer exists. If the Required Lenders determine that for any reason interbank Eurodollar market adequate and reasonable means do not exist for determining ascertaining the LIBO Rate for any requested Interest Period Eurodollar Rate; or (ii) If with respect to a proposed LIBO Rate Loanany Interest Period, Lenders holding an aggregate outstanding amount of Loans or Commitments equal to at least 40% of all outstanding Loans and undrawn Commitments advise the Administrative Agent that the LIBO Eurodollar Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan does (Reserve Adjusted) will not adequately and fairly reflect the cost to such Lenders of maintaining or funding such Eurodollar Loans for such Interest Period (taking into account any amount to which such Lenders may be entitled under Section 8.1) or that the making or funding of Eurodollar Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of such Lenders materially affects such Loans; then the Administrative Agent shall promptly notify the other parties thereof and, so long as such circumstances shall continue, (i) no Lender shall be under any obligation to make, continue or convert Loans into Eurodollar Loans, (ii) with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended and (iii) on the last day of the current Interest Period for each Eurodollar Loan, such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. The Administrative Agent shall promptly revoke any such notice at such time as the applicable circumstances shall no longer continue; provided that, in the case of any such notice made pursuant to clause (a)(i) above, the Required Lenders shall have consented to such revocation. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (c) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that, this clause (c) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Company a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion. (d) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (e) The Administrative Agent will promptly so notify the Borrower Company and each Lender. Thereafter, the obligation of the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to make clause (f) below and (v) the commencement or maintain LIBO Rate Loans shall conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be suspended until made by the Administrative Agent or, if applicable, any Lender (upon the instruction or group of Lenders) pursuant to this Section 8.2, including any determination with respect to a tenor, rate or adjustment or of the Required Lendersoccurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 8.2. (f) revokes Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or the Eurodollar Rate) and either (A) any tenor for such notice. Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (g) Upon the Company’s receipt of such noticenotice of the commencement of a Benchmark Unavailability Period, the Borrower Company may revoke any pending request for a borrowingEurodollar Borrowing of, conversion to or continuation of LIBO Rate Eurodollar Loans orto be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Company will be deemed to have converted any such request into a request for a borrowing Borrowing of or conversion to Base Rate Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate Loans based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in the amount specified thereinany determination of ABR.

Inability to Determine Rates Etc. (i) If the Required Lenders determine that for any reason a market for bankers’ acceptances does not exist at any time or the Lenders cannot for other reasons, after reasonable efforts, readily sell bankers’ acceptances or perform their other obligations under this Agreement with respect to bankers’ acceptancesany Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the Borrower’s right to request the acceptance of bankers’ acceptances determines (which determination shall be binding and remain suspended until conclusive on the Required Lenders determine and Borrowers) that by reason of circumstances affecting the Agent notifies the Borrower and each Lender that the condition causing such determination no longer exists. If the Required Lenders determine that for any reason interbank Eurodollar market adequate and reasonable means do not exist for determining ascertaining the LIBO Rate for any requested Interest Period applicable Eurodollar Rate; or (ii) If with respect to a proposed LIBO Rate Loanany Interest Period, or Lenders holding an aggregate outstanding amount of Term Loans, Revolving Loans and undrawn Revolving Commitments equal to at least 40% of all outstanding Term Loans, Revolving Loans and undrawn Revolving Commitments advise the Administrative Agent that the LIBO Eurodollar Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan does (Reserve Adjusted) will not adequately and fairly reflect the cost to such Lenders of maintaining or funding such Loan, Eurodollar Loans for such Interest Period (taking into account any amount to which such Lenders may be entitled under Section 8.1) or that the making or funding of Eurodollar Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of such Lenders materially affects such Loans; then the Administrative Agent will shall promptly so notify the Borrower and each Lender. Thereafterother parties thereof and, so long as such circumstances shall continue, (i) no Lender shall be under any obligation to make, continue or convert Loans into Eurodollar Loans, (ii) with respect to the Eurodollar Rate component of the Base Rate, the obligation utilization of the Lenders to make or maintain LIBO Eurodollar Rate Loans component in determining the Base Rate shall be suspended until and (iii) on the last day of the current Interest Period for each Eurodollar Loan, such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan (it being understood that if such Loan is denominated in a currency other than Dollars, such Loan shall be redenominated in Dollars based on the Dollar Equivalent at such time to facilitate such conversion). The Administrative Agent shall promptly revoke any such notice at such time as the applicable circumstances shall no longer continue; provided that, in the case of any such notice made pursuant to clause (a)(i) above, the Required Lenders shall have consented to such revocation. (b) If at any time the Administrative Agent determines (upon which determination shall be conclusive absent demonstrable error) that (i) the instruction circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but either (w) the supervisor for the administrator of the Required LendersEurodollar Rate has made a public statement that the administrator of the Screen Rate is insolvent (and there is no successor administrator that will continue publication of the Screen Rate), (x) revokes such notice. Upon receipt the administrator of such noticethe Screen Rate has made a public statement identifying a specific date after which the Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the Screen Rate), (y) the supervisor for the administrator of the Screen Rate has made a public statement identifying a specific date after which the Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurodollar 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 revoke any pending request for a borrowing, conversion or continuation of LIBO Rate Loans or, failing be applicable; provided that, will 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. Notwithstanding anything to the contrary in Section 14.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. 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) of the first sentence of this Section 8.02(b), only to the extent the Screen Rate for the applicable currency and such Interest Period is not available or published at such time on a current basis), (x) no Loans may be made, continued or converted into Eurodollar Loans and (y) on the last day of the current Interest Period for each Eurodollar Loan, such request into Loan shall, unless then repaid in full, automatically convert to a request for a borrowing of Base Rate Loans Loan (it being understood that if such Loan is denominated in a currency other than Dollars, such Loan shall be redenominated in Dollars based on the amount specified thereinDollar Equivalent at such time to facilitate such conversion).

Inability to Determine Rates Etc. If the Required Lenders determine that for any reason a market for bankers’ acceptances does not exist at any time or the Lenders cannot for other reasons, after reasonable efforts, readily sell bankers’ acceptances or perform their other obligations under this Agreement with respect to bankers’ acceptances, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the Borrower’s right to request the acceptance of bankers’ acceptances shall be and remain suspended until the Required Lenders determine and the Agent notifies the Borrower and each Lender that the condition causing such determination no longer exists. If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the LIBO LIBOTerm SOFR Reference Rate for any requested Interest Period with respect to a proposed LIBO LIBOTerm SOFR Reference Rate Loan, or that the LIBO LIBOTerm SOFR Reference Rate for any requested Interest Period with respect to a proposed LIBO LIBOTerm SOFR Reference Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBO LIBOTerm SOFR Reference Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing, conversion or continuation of LIBO LIBOTerm SOFR Reference Rate Loans 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.

Inability to Determine Rates Etc. If the Required Lenders determine that for any reason a market for bankersBankers’ acceptances Acceptances does not exist at any time or the Lenders cannot for other reasons, after reasonable efforts, readily sell bankersBankers’ acceptances Acceptances or perform their other obligations under this Agreement with respect to bankersBankers’ acceptancesAcceptances, the Administrative Agent will promptly so notify the Canadian Borrower and each Lender. Thereafter, the Canadian Borrower’s right to request the acceptance of bankersBankers’ acceptances Acceptances shall be and remain suspended until the Required Lenders determine and the Administrative Agent notifies the Canadian Borrower and each Lender that the condition causing such determination no longer exists. Upon receipt of such notice, the Canadian Borrower may revoke any pending request for a borrowing, conversion or continuation of Bankers' Acceptances or, failing that, will be deemed to have converted such request into a request for a borrowing of Canadian Rate Loans in the amount specified therein. If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan, or that the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Canadian Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBO Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Borrowers may revoke any pending request for a borrowing, conversion or continuation of LIBO Rate Loans or, failing that, will be deemed to have converted such request into a request for a borrowing of US Base Rate Loans Loans, in the case of the Canadian Borrower, or US Prime Rate Loans, in the case of the US Borrower, in the amount specified therein.

Inability to Determine Rates Etc. □If the Required Lenders determine that for any reason a market for bankers’ acceptances Bankers' Acceptances does not exist at any time or the Lenders cannot for other reasons, after reasonable efforts, readily sell bankers’ acceptances Bankers' Acceptances or perform their other obligations under this Agreement with respect to bankers’ acceptancesBankers' Acceptances, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the Borrower’s 's right to request the acceptance of bankers’ acceptances Bankers' Acceptances shall be and remain suspended until the Required Lenders determine and the Administrative Agent notifies the Borrower and each Lender that the condition causing such determination no longer exists. If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the LIBO Rate LIBOR for any requested Interest Period with respect to a proposed LIBO Rate LIBOR Loan, or that the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBO Rate LIBOR Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing, conversion or continuation of LIBO Rate LIBOR Loans 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.

Inability to Determine Rates Etc. If (1) Notwithstanding Section 9.11(1), if the Required Lenders determine that (a) for any reason a market for bankers’ acceptances B/As does not exist at any time or the time, (b) Lenders cannot for other reasons, after reasonable efforts, readily sell bankers’ acceptances B/As or perform their other obligations under this Agreement with respect to bankers’ acceptancesB/As, (c) adequate and reasonable means do not exist for determining the Administrative B/A Discount Rate applicable to an Advance by way of B/As, or (d) the B/A Discount Rate does not adequately and fairly reflect the cost to those Lenders of making or maintaining an Advance by way of B/As, then the Agent will promptly so notify the Borrower and each Lender. Thereafter, the Borrower’s right to request the acceptance of bankers’ acceptances B/As shall be and remain suspended until the Required Lenders determine and the Agent notifies the Borrower and each Lender that the any condition causing such the original determination no longer exists. . (2) If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the LIBO Rate LIBOR for any requested Interest LIBOR Period with respect to a proposed LIBO Rate LoanLIBOR Advance, or that the LIBO Rate LIBOR for any requested Interest LIBOR Period with respect to a proposed LIBO Rate Loan LIBOR Advance does not adequately and fairly reflect the cost to such those Lenders of funding such Loanthat Advance, then the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBO Rate Loans LIBOR Advances shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such the notice. Upon receipt of such that notice, the Borrower may revoke any pending request for a borrowing, conversion or continuation of LIBO Rate Loans LIBOR Advances or, failing that, will be deemed to have converted such its request into a request for a borrowing of Base Rate Loans Advances in the amount specified thereinin the request.

Inability to Determine Rates Etc. If the Required Lenders determine that for any reason a market for bankers’ ' acceptances does not exist at any time or the Lenders cannot for other reasons, after reasonable efforts, readily sell bankers’ ' acceptances or perform their other obligations under this Agreement with respect to bankers’ ' acceptances, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the Borrower’s Borrower 's right to request the acceptance of bankers’ bankers ' acceptances shall be and remain suspended until the Required Lenders determine and the Agent notifies the Borrower and each Lender that the condition causing such determination no longer exists. If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the LIBO LIBOR Rate for any requested Interest Period with respect to a proposed LIBO LIBOR Rate Loan, or that the LIBO LIBOR Rate for any requested Interest Period with respect to a proposed LIBO LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBO LIBOR Rate Loans shall be suspended until the Administrative Agent (upon the instruction instruct ion of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing, conversion con version or continuation of LIBO LIBOR Rate Loans 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 thereint herein.

Inability to Determine Rates Etc. If the Required Lenders determine Lender determines that for any reason a market for bankers’ acceptances does not exist at any time or the Lenders Lender cannot for other reasons, after reasonable efforts, readily sell bankers’ acceptances or perform their its other obligations under this Agreement with respect to bankersBankers’ acceptancesAcceptances, the Administrative Agent Lender will promptly so notify the Borrower and each LenderBorrower. Thereafter, the Borrower’s right to request the acceptance of bankers’ acceptances shall Drafts and CDOR Loans will be and remain suspended until the Required Lenders determine Lender determines and the Agent notifies the Borrower and each Lender that the condition causing such determination no longer exists. If the Required Lenders determine Lender determines that for any reason adequate and reasonable means do not exist for determining the LIBO CDOR Rate for any requested Interest Period with respect to a proposed LIBO Rate Bankers’ Acceptance or CDOR Loan, or that the LIBO CDOR Rate for any requested Interest Period with respect to a proposed LIBO Rate Bankers’ Acceptance or CDOR Loan does not adequately and fairly reflect the cost to such Lenders the Lender of funding such Loan, the Administrative Agent Lender will promptly so notify the Borrower and each LenderBorrower. Thereafter, the obligation of the Lenders Lender to accept Bankers’ Acceptances or make or maintain LIBO Rate CDOR Loans shall will be suspended until the Administrative Agent (upon the instruction of the Required Lenders) Lender revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for Drawdown Notice as it relates to a borrowingDrawdown or Rollover of, conversion or continuation of LIBO Rate Loans Conversion to, a Bankers’ Acceptance or a CDOR Loan or, failing that, will be deemed to have converted substituted in such request into Drawdown Notice a request Drawdown of or Conversion to Prime Rate Loans in the amount specified therein. If the Lender determines that for any reason adequate and reasonable means do not exist for determining LIBOR for any requested Interest Period with respect to a borrowing proposed LIBOR Loan, or that LIBOR for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to the Lender of funding such Loan, the Lender will promptly so notify the Borrower. Thereafter, the obligation of the Lender to make or maintain LIBOR Loans will be suspended until the Lender revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending Drawdown Notice as it relates to a Drawdown or Rollover of, or Conversion to, a LIBOR Loan or, failing that, will be deemed to have substituted in such Drawdown Notice a Drawdown of or Conversion to Base Rate Loans in the amount specified therein.

Inability to Determine Rates Etc. If (1) Notwithstanding Section 9.10(1), if the Required Lenders determine that (a) for any reason a market for bankers’ acceptances B/As does not exist at any time or the time, (b) Lenders cannot for other reasons, after reasonable efforts, readily sell bankers’ acceptances B/As or perform their other obligations under this Agreement with respect to bankers’ acceptancesB/As, (c) adequate and reasonable means do not exist for determining the Administrative B/A Discount Rate applicable to an Advance by way of B/As, or (d) the B/A Discount Rate does not adequately and fairly reflect the cost to those Lenders of making or maintaining an Advance by way of B/As, then the Agent will promptly so notify the Borrower and each Lender. Thereafter, the Borrower’s 's right to request the acceptance of bankers’ acceptances B/As shall be and remain suspended until the Required Lenders determine and the Agent notifies the Borrower and each Lender that the any condition causing such the original determination no longer exists. . (2) If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the LIBO Rate LIBOR for any requested Interest LIBOR Period with respect to a proposed LIBO Rate LoanLIBOR Advance, or that the LIBO Rate LIBOR for any requested Interest LIBOR Period with respect to a proposed LIBO Rate Loan LIBOR Advance does not adequately and fairly reflect the cost to such those Lenders of funding such Loanthat Advance, then the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBO Rate Loans LIBOR Advances shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing, conversion or continuation of LIBO Rate Loans 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.Required

Inability to Determine Rates Etc. If the Required Majority Lenders determine that for any reason a market for bankers’ ' acceptances does not exist at any time or the Lenders cannot for other reasons, after reasonable efforts, readily sell bankers’ ' acceptances or perform their other obligations under this Agreement with respect to bankers’ ' acceptances, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the Borrower’s 's right to request the acceptance of bankers’ ' acceptances shall be and remain suspended until the Required Majority Lenders determine and the Agent notifies the Borrower and each Lender that the condition causing such determination no longer exists. If the Required Majority Lenders determine that for any reason adequate and reasonable means do not exist for determining the LIBO Rate LIBOR for any requested Interest Period with respect to a proposed LIBO Rate LoanLIBOR Advance, or that the LIBO Rate LIBOR for any requested Interest Period with respect to a proposed LIBO Rate Loan LIBOR Advance does not adequately and fairly reflect the cost to such Lenders of funding such LoanAdvance, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBO Rate Loans LIBOR Advances shall be suspended until the Administrative Agent (upon the instruction of the Required Majority Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing, conversion or continuation of LIBO Rate Loans LIBOR Advances 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.

Inability to Determine Rates Etc. If the Required Lenders determine that for any reason a market for bankers’ ' acceptances does not exist at any time or the Lenders cannot for other reasons, after reasonable efforts, readily sell bankers’ ' acceptances or perform their other obligations under this Agreement with respect to bankers’ ' acceptances, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the Borrower’s 's right to request the acceptance of bankers’ ' acceptances shall be and remain suspended until the Required Lenders determine and the Agent notifies the Borrower and each Lender that the condition causing such determination no longer exists. If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the LIBO LIBOR Rate for any requested Interest Period with respect to a proposed LIBO LIBOR Rate Loan, or that the LIBO LIBOR Rate for any requested Interest Period with respect to a proposed LIBO LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBO LIBOR Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing, conversion or continuation of LIBO LIBOR Rate Loans 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.

Inability to Determine Rates Etc. If the Required Majority Lenders determine that for any reason a market for bankers’ acceptances does not exist at any time or the Lenders cannot for other reasons, after reasonable efforts, readily sell bankers’ acceptances or perform their other obligations under this Agreement with respect to bankers’ acceptances, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the Borrower’s right to request the acceptance of bankers’ acceptances shall be and remain suspended until the Required Majority Lenders determine and the Agent notifies the Borrower and each Lender that the condition causing such determination no longer exists. If the Required Majority Lenders determine that for any reason adequate and reasonable means do not exist for determining the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan, or that the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBO Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Majority Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing, conversion or continuation of LIBO Rate Loans or, failing that, will be deemed to have converted such request into a request for a borrowing of US Base Rate Loans in the amount specified therein.

Inability to Determine Rates Etc. (a) If at the Required Lenders time that the Administrative Agent shall seek to determine that the Screen Rate on the Quotation Day for any Interest Period for a Eurodollar Loan, the Screen Rate shall not be available for such Interest Period for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the Reference Bank Rate shall be the Eurodollar Rate for such Interest Period for such Eurodollar Loan; provided that if any Reference Bank Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided, further, that if less than two Reference Banks shall supply a market rate to the Administrative Agent for bankers’ acceptances does not exist at any time or purposes of determining the Lenders cannot Eurodollar Rate for other reasons, after reasonable efforts, readily sell bankers’ acceptances or perform their other obligations under this Agreement with respect to bankers’ acceptancessuch Eurodollar Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the Borrower’s right to request the acceptance of bankers’ acceptances shall be and remain suspended until the Required Lenders determine and the Agent notifies the Borrower and each Lender deemed to have determined that the condition causing such determination no longer exists. If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining ascertaining the LIBO Eurodollar Rate for any requested Interest Period such Eurodollar Loan and Section 8.2 (b) shall apply. (b) If with respect to a proposed LIBO Rate Loanany Interest Period, or the Administrative Agent determines (which determination shall be binding and conclusive on the Borrowers) that by reason of circumstances affecting the LIBO Rate interbank Eurodollar market adequate and reasonable means do not exist for any requested Interest Period ascertaining the applicable Eurodollar Rate; or (c) If with respect to a proposed LIBO any Interest Period, Lenders holding an aggregate outstanding amount of Term Loans, Revolving Loans and undrawn Revolving Commitments equal to at least 40% of all outstanding Term Loans, Revolving Loans and undrawn Revolving Commitments advise the Administrative Agent that the Eurodollar Rate Loan does (Reserve Adjusted) will not adequately and fairly reflect the cost to such Lenders of maintaining or funding such Loan, Eurodollar Loans for such Interest Period (taking into account any amount to which such Lenders may be entitled under Section 8.1) or that the making or funding of Eurodollar Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of such Lenders materially affects such Loans; then the Administrative Agent will shall promptly so notify the Borrower and each Lender. Thereafterother parties thereof and, so long as such circumstances shall continue, (i) no Lender shall be under any obligation to make, continue or convert Loans into Eurodollar Loans, (ii) with respect to the Eurodollar Rate component of the Base Rate, the obligation utilization of the Lenders to make or maintain LIBO Eurodollar Rate Loans component in determining the Base Rate shall be suspended until and (iii) on the last day of the current Interest Period for each Eurodollar Loan, such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan (it being understood that if such Loan is denominated in a currency other than Dollars, such Loan shall be redenominated in Dollars at the Spot Rate at such time to facilitate such conversion). The Administrative Agent shall promptly revoke any such notice at such time as the applicable circumstances shall no longer continue; provided that, in the case of any such notice made pursuant to clause (upon the instruction of b) above, the Required Lenders) revokes Lenders shall have consented to such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing, conversion or continuation of LIBO Rate Loans 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 thereinrevocation.

Inability to Determine Rates Etc. If the Required Lenders determine that for any reason a market for bankersBankers’ acceptances Acceptances does not exist at any time or the Lenders cannot for other reasons, after reasonable efforts, readily sell bankersBankers’ acceptances Acceptances or perform their other obligations under this Agreement with respect to bankersBankers’ acceptancesAcceptances, the Administrative Agent will promptly so notify the Canadian Borrower and each Lender. Thereafter, the Canadian Borrower’s right to request the acceptance of bankersBankers’ acceptances Acceptances shall be and remain suspended until the Required Lenders determine and the Administrative Agent notifies the Canadian Borrower and each Lender that the condition causing such determination no longer exists. Upon receipt of such notice, the Canadian Borrower may revoke any pending request for a borrowing, conversion or continuation of Bankers' Acceptances or, failing that, will be deemed to have converted such request into a request for a borrowing of Canadian Rate Loans in the amount specified therein. If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan, or that the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Canadian Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBO Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower Borrowers may revoke any pending request for a borrowing, conversion or continuation of LIBO Rate Loans or, failing that, will be deemed to have converted such request into a request for a borrowing of US Base Rate Loans Loans, in the case of the Canadian Borrower, or US Prime Rate Loans, in the case of the US Borrower, in the amount specified therein.. ​

Inability to Determine Rates Etc. If Notwithstanding Section 9.12(1), if the Required Lenders determine that for any reason a market for bankers’ acceptances B/As does not exist at any time time, or the Lenders cannot for other reasons, after reasonable efforts, readily sell bankers’ acceptances B/As or perform their other obligations under this Agreement with respect to bankers’ acceptancesB/As, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the Borrower’s 's right to request the acceptance of bankers’ acceptances B/As shall be and remain suspended until the Required Lenders determine and the Agent notifies the Borrower and each Lender that the any condition causing such the original determination no longer exists. If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the LIBO Rate LIBOR for any requested Interest LIBOR Period with respect to a proposed LIBO Rate LoanLIBOR Advance, or that the LIBO Rate LIBOR for any requested Interest LIBOR Period with respect to a proposed LIBO Rate Loan LIBOR Advance does not adequately and fairly reflect the cost to such those Lenders of funding such Loanthat Advance, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBO Rate Loans LIBOR Advances shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such the notice. Upon receipt of such that notice, the Borrower may revoke any pending request for a borrowing, conversion or continuation of LIBO Rate Loans LIBOR Advances or, failing that, will be deemed to have converted such its request into a request for a borrowing of Base Rate Loans Advances in the amount specified thereinin the request.

Inability to Determine Rates Etc. If the Required Lenders reasonably determine that for any reason a market for bankers’ acceptances Bankers' Acceptances does not exist at any time or the Lenders cannot for other reasons, after reasonable efforts, readily sell bankers’ acceptances Bankers' Acceptances or perform their other obligations under this Agreement with respect to bankers’ acceptancesBankers' Acceptances, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the Borrower’s 's right to request the acceptance of bankers’ acceptances Bankers' Acceptances shall be and remain suspended until the Required Lenders determine and the Agent notifies the Borrower and each Lender that the condition causing such determination no longer exists. If the Required Lenders reasonably determine that for any reason adequate and reasonable means do not exist for determining the LIBO Rate for any requested Interest LIBOR Period with respect to a proposed LIBO Rate LoanLIBOR Advance, or that the LIBO Rate for any requested Interest LIBOR Period with respect to a proposed LIBO Rate Loan LIBOR Advance does not adequately and fairly reflect the cost to such Lenders of funding such LoanAdvance, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBO Rate Loans LIBOR Advances shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing, conversion or continuation of LIBO Rate Loans LIBOR Advances or, failing that, will be deemed to have converted such request into a request for a borrowing of Base Rate Loans Advances in the amount specified therein.

Inability to Determine Rates Etc. If the Required Lenders determine that for any reason a market for bankers’ ' acceptances does not exist at any time or the Lenders cannot for other reasons, after reasonable efforts, readily sell bankers’ ' acceptances or perform their other obligations under this Agreement with respect to bankers’ ' acceptances, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the Borrower’s 's right to request the acceptance of bankers’ ' acceptances shall be and remain suspended until the Required Lenders determine and the Agent notifies the Borrower and each Lender that the condition causing such determination no longer exists. If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the LIBO LIBOR Rate for any requested Interest Period with respect to a proposed LIBO LIBOR Rate Loan, or that the LIBO LIBOR Rate for any requested Interest Period with respect to a proposed LIBO UBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBO LIBOR Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) } revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing, conversion or continuation of LIBO LIBOR Rate Loans 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.