Inability to Determine Interest Rates. If prior to the commencement of any Interest Period for any Eurodollar Borrowing,
(i) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant interbank market, adequate means do not exist for ascertaining LIBOR for such Interest Period, or
(ii) the Administrative Agent shall have received notice from the Required Lenders that the Adjusted LIBO Rate does not adequately and fairly reflect the cost to such Lenders (or Lender, as the case may be) of making, funding or maintaining their (or its, as the case may be) Eurodollar Loans for such Interest Period, the Administrative Agent shall give written notice (or telephonic notice, promptly confirmed in writing) to the Borrower and to the Lenders as soon as practicable thereafter. In the case of Eurodollar Loans, until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) the obligations of the Lenders to make Eurodollar Revolving Loans or to continue or convert outstanding Loans as or into Eurodollar Loans shall be suspended and (ii) all such affected Loans shall be converted into Base Rate Loans on the last day of the then current Interest Period applicable thereto unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one Business Day before the date of any Eurodollar Revolving Borrowing for which a Notice of Revolving Borrowing has previously been given that it elects not to borrow on such date, then such Revolving Borrowing shall be made as a Base Rate Borrowing.
Inability to Determine Interest Rates. If, prior to the commencement of any Interest Period for a KEXIM Direct Facility Loan:
(a) the KEXIM Facility Agent reasonably determines that adequate and reasonable means do not exist for ascertaining LIBOR for such Interest Period; or
(b) the KEXIM Facility Agent is advised by KEXIM that KEXIM has reasonably determined that LIBOR for such Interest Period will not adequately and fairly reflect the cost to KEXIM of making or maintaining its KEXIM Direct Facility Loans for such Interest Period; then the KEXIM Facility Agent shall give notice thereof (a “Rate Determination Notice”) to the Borrower and KEXIM by telephone or telecopy as promptly as practicable thereafter and, until the KEXIM Facility Agent notifies the Borrower and KEXIM that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical), (i) during the thirty (30) day period following such Rate Determination Notice (the “Negotiation Period”) the KEXIM Facility Agent and the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for such KEXIM Direct Facility Loans which shall reflect the cost to KEXIM of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation Period, such Substitute Basis shall apply in lieu of LIBOR to all Interest Periods commencing on or after the first day of the affected Interest Period and (ii) if a Substitute Basis is not agreed upon during the Negotiation Period, the Borrower may elect to prepay the KEXIM Direct Facility Loans; provided, however, that if the Borrower does not elect so to prepay, KEXIM shall determine (and shall certify from time to time in a certificate delivered by KEXIM to the KEXIM Facility Agent setting forth in reasonable detail the basis of the computation of such amount) the rate basis reflecting the cost to KEXIM of funding the KEXIM Direct Facility Loans for the Interest Period commencing on or after the first day of the affected Interest Period, until the circumstances giving rise to such notice have ceased to apply and such rate basis shall be binding upon the Borrower and KEXIM and shall apply in lieu of LIBOR for the affected Interest Period.
Inability to Determine Interest Rates. If prior to the commencement of any Interest Period for any Eurodollar Loan, the Lender shall have determined (which determination shall be conclusive and binding upon the Borrower) that (a) by reason of circumstances affecting the relevant interbank market, adequate means do not exist for ascertaining LIBOR for such Interest Period, or (b) LIBOR does not adequately and fairly reflect the cost to the Lender of making, funding or maintaining its Eurodollar Loans for such Interest Period, the Lender shall give written notice (or telephonic notice, promptly confirmed in writing) to the Borrower as soon as practicable thereafter. Until the Lender notifies the Borrower that the circumstances giving rise to such notice no longer exist, (x) the obligation of the Lender to make Eurodollar Loans or to continue outstanding Revolving Loans as Eurodollar Loans shall be suspended and (y) all such affected Revolving Loans shall be converted into Base Rate Loans on the last day of the then current Interest Period unless the Borrower elects to prepay such Revolving Loans in accordance with this Agreement.
Inability to Determine Interest Rates. If prior to the occurrence of any Interest Reset Date, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that (a) by reason of circumstances affecting the relevant interbank market, adequate means do not exist for ascertaining LIBOR, or (b) the Administrative Agent shall have received notice from the Required Lenders that LIBOR does not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining its Eurodollar Loans, the Administrative Agent shall give written notice (or telephonic notice, promptly confirmed in writing) to the Borrower as soon as practicable thereafter. Until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, all such affected Loans outstanding shall be deemed to be converted into Base Rate Loans as of such date and shall bear interest at the Base Rate plus the Base Rate Margin.
Inability to Determine Interest Rates. (i) If, prior to the commencement of any Interest Period for any Eurodollar Borrowing:
Inability to Determine Interest Rates. If prior to the commencement of any Interest Period for any Eurocurrency Loan, the Lender shall have determined (which determination shall be conclusive and binding upon the Borrower) that (i) by reason of circumstances affecting the relevant interbank market, adequate means do not exist for ascertaining LIBOR for the currency of such Eurocurrency Loan or for such Interest Period, or (ii) the Adjusted LIBO Rate for the currency of such Eurocurrency Loan does not adequately and fairly reflect the cost to the Lender of making, funding or maintaining such Eurocurrency Loan in such currency for such Interest Period, the Lender shall give written notice (or telephonic notice, promptly confirmed in writing) to the Borrower as soon as practicable thereafter. Until the Lender notifies the Borrower that the circumstances giving rise to such notice no longer exist, (i) the obligation of the Lender to make Eurocurrency Loans in the affected currency or to continue any outstanding Eurocurrency Loans in the affected currency shall be suspended and (ii) all Eurocurrency Loans in the affected currency shall be converted into Base Rate Loans on the last day of the then current Interest Period applicable thereto unless the Borrower prepays such Eurocurrency Loans in accordance with this Agreement.
Inability to Determine Interest Rates. Subject to Section 3.6(b), as of any date,
(i) if Bank determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof; or
(ii) Bank determines that for any reason in connection with any request for a SOFR Advance or a conversion thereto or a continuation thereof that “Adjusted Term SOFR” for any requested Interest Period with respect to a proposed SOFR Advance does not adequately and fairly reflect the cost to Bank of making and maintaining such Advance; Bank will promptly so notify Borrower. Upon notice thereof by Bank to Borrower, any obligation of Bank to make and any right of Borrower to continue SOFR Advances or to convert Prime Rate Advances to SOFR Advances shall be suspended (to the extent of the affected Interest Periods) until Bank revokes such notice. Upon receipt of such notice, (x) Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Advances (to the extent of the affected Interest Periods) or, failing that, Borrower will be deemed to have converted any such request into a request for an Advance of or conversion to Prime Rate Advances in the amount specified therein and (y) any outstanding affected SOFR Advances will be deemed to have been converted into Prime Rate Advances at the end of the applicable Interest Period. Upon any such conversion, Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 3.6(c).
Inability to Determine Interest Rates. (i) If, prior to the commencement of any Interest Period for any Term SOFR Borrowing:
Inability to Determine Interest Rates. If prior to the commencement of any Interest Period, the Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant interbank market, adequate means do not exist for ascertaining LIBOR for such Interest Period, the Agent shall give written notice (or telephonic notice, promptly confirmed in writing) to the Borrower and to the Lenders as soon as practicable thereafter. Until the Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) the obligations of the Lenders to maintain the Term Loan as a Eurodollar Loan shall be suspended and (ii) the Term Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto unless the Borrower prepays the Term Loan in accordance with this Agreement.
Inability to Determine Interest Rates. If, prior to the commencement of any Interest Period for any Eurodollar Note:
(i) Any Purchaser shall have determined (which determination shall be conclusive and binding upon the Issuer) that, by reason of circumstances affecting the relevant interbank market, adequate means do not exist for ascertaining LIBOR for such Interest Period, or
(ii) the LIBOR Rate does not adequately and fairly reflect the cost to any Purchaser of purchasing or maintaining its Eurodollar Notes for such Interest Period, such Purchaser shall give written notice (or telephonic notice, promptly confirmed in writing) to the Issuer and to each other Purchaser as soon as practicable thereafter. Until such Purchaser shall notify the Issuer and each other Purchaser that the circumstances giving rise to such notice no longer exist, (i) the obligations of such Purchaser to continue or convert outstanding Notes as or into Eurodollar Notes shall be suspended and (ii) all such affected Note shall be converted into Base Rate Notes on the last day of the then current Interest Period applicable thereto unless the Issuer prepays such Notes in accordance with this Agreement.
