Common use of Circumstances Affecting LIBOR Rate Availability Clause in Contracts

Circumstances Affecting LIBOR Rate Availability. Unless and until a Replacement Rate is implemented in accordance withSubject to clause (c) below, in connection with any request for a LIBOR Rate Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Loan, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the LIBOR Rate for such Interest Period with respect to a proposed LIBOR Rate Loan or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower Agent. Thereafter, until the Administrative Agent notifies the Borrower Agent that such circumstances no longer exist, the obligation of the Lenders to make LIBOR Rate Loans and the right of eitherthe Borrower to convert any Loan to or continue any Loan as a LIBOR Rate Loan shall be suspended, and 55 103755581_3 119311063_5

Circumstances Affecting LIBOR Rate Availability. Unless and until a Replacement Rate is implemented in accordance withSubject If, with respect to clause (c) below, in connection with any request for a LIBOR Rate Loan Loans (or a conversion to or continuation thereof or otherwisethereof), if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding binding, absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such LIBOR Rate Loan, (ii) the Required Lenders notify the Administrative Agent or the Administrative Agent shall determine (which determination shall be conclusive and binding binding, absent manifest error) that reasonable and adequate means do not exist for the ascertaining the LIBOR Rate for such Interest Period with respect to a proposed such LIBOR Rate Loan or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding binding, absent manifest error) and notify the Administrative Agent that the LIBOR Rate does for any Interest Period for such LIBOR Rate Loans will not adequately and fairly reflect the cost to such Required \56881183 Lenders of making making, funding or maintaining such LIBOR Rate Loans during for such Interest Period, then the Administrative Agent shall promptly give notice thereof to forthwith so notify the Borrower Agent. Thereafter, until the Administrative Agent notifies the Borrower Agent that such circumstances no longer exist, the obligation of the Lenders to make LIBOR Rate Loans and the right of eitherthe Borrower to convert any Loan to or continue any Loan as a LIBOR Rate Loan shall be suspendedLenders, and 55 103755581_3 119311063_5whereupon:

Circumstances Affecting LIBOR Rate Availability. Unless and until a Benchmark Replacement Rate is implemented in accordance withSubject to with clause (c) below, in connection with any request for a LIBOR Rate Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Loan, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the LIBOR Rate for such Interest Period with respect to a proposed LIBOR Rate Loan or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower AgentBorrower. Thereafter, until the Administrative Agent notifies the Borrower Agent that such circumstances no longer exist, the obligation of the Lenders to make LIBOR Rate Loans and the right of eitherthe Borrower to convert any Loan to or continue any Loan as a LIBOR Rate Loan shall be suspended, and 55 103755581_3 119311063_5LIBOR