Common use of Inability to Determine LIBOR Rate Clause in Contracts

Inability to Determine LIBOR Rate. If the Majority Lenders determine that for any reason in connection with any request for a LIBOR Rate Loan or a conversion to or continuation thereof that (a) 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, (b) adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the LIBOR Rate for any requested Interest Period with respect to a proposed 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, (i) the obligation of the Lenders to make or maintain LIBOR Rate Loans shall be suspended, and (ii) in the event of a determination described in the preceding sentence with respect to the LIBOR Rate component of the Base Rate, the utilization of the LIBOR Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of 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 LIBOR Rate. If the Majority Agent will promptly notify Borrower Agents and Lenders determine that for any reason if, in connection with any request for a LIBOR Rate Loan or a Borrowing of, conversion to or continuation thereof that of a LIBOR Loan, (a) Dollar Agent determines that (i) deposits are not being offered with respect to LIBOR to banks in the London interbank eurodollar market for the applicable Loan amount and or Interest Period of such LIBOR Rate LoanPeriod, or (bii) adequate and reasonable means do not exist for determining LIBOR for the LIBOR Rate applicable Interest Period; or (b) Agent or Required Lenders determine for any requested reason that LIBOR for the Interest Period with respect to a proposed LIBOR Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such or maintaining the Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (i) the obligation of the Lenders Lenders’ obligations to make or maintain affected LIBOR Rate Loans shall be suspended, and (ii) in the event of a determination described in the preceding sentence with respect to the LIBOR Rate component of the Base Rate, the utilization of the LIBOR Rate component (if affected) in determining the U.S. Base Rate shall be suspended, in each case suspended until the Administrative Agent determines (upon the instruction of the Majority or is instructed by Required Lenders) revokes such to withdraw the notice. Upon receipt of such notice, the Borrower Agents may revoke any pending request for a Borrowing ofBorrowing, conversion to or continuation of a Loan bearing interest based on LIBOR Rate Loans and denominated in Dollars or, failing that, will be deemed to have converted such request into submitted a request for a Borrowing of Base Rate Loans Loan (or in the amount specified thereincase of a LIBOR Loan to Foreign Borrowers, shall no longer be available).

Inability to Determine LIBOR Rate. If In the Majority Lenders determine that for any reason in connection with any request for a LIBOR Rate Loan or a conversion to or continuation thereof event that (ai) Dollar deposits are not being offered to banks in the Agent shall have determined that, by reason of circumstances affecting the London interbank eurodollar market for the applicable amount and Interest Period of such LIBOR Rate Loanmarket, (b) adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed Loan the Borrowers have requested to be made or to be converted to a LIBOR Rate Loan or in connection with an existing or proposed Base Rate Loan, or (cii) the Required Lenders shall determine and notify the Agent that the rates quoted by the Agent for the purpose of computing the LIBOR Rate for any requested Interest Period with respect to a proposed Loan the Borrowers have requested to be made or to be converted to a LIBOR Rate Loan does do not adequately and fairly reflect the cost to such the Required Lenders of funding or converting such Loan, the Administrative Agent will promptly so notify shall give notice of such determination to the Borrower Borrowers and each Lender. Thereafter, (i) the obligation of the Lenders to make or maintain LIBOR Rate Loans shall be suspended, and at least one (ii1) in the event of a determination described in the preceding sentence with respect day prior to the LIBOR Rate component of the Base Rateproposed date for funding or converting such Loan. If such notice is given, the utilization of the LIBOR Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing ofLIBOR Loan shall be made or converted to a Prime Loan or withdrawn, conversion at the Borrowers' election. Until such notice has been withdrawn by the Agent, the Borrowers will not request that any Loan be made or converted to or continuation of a 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 thereinLoan.

Inability to Determine LIBOR Rate. If Anything in this Agreement to the Majority contrary notwithstanding, if, at the time of or prior to the determination of the LIBOR Set Rate in respect of any LIBOR Set Rate Request, as provided in this Agreement, any of the Lenders determine that for any reason in connection with any request for a LIBOR Rate Loan or a conversion to or continuation thereof (which determination shall be conclusive) that (ai) Dollar deposits are not being offered to banks in by reason of circumstances affecting the London interbank eurodollar market for the applicable amount and Interest Period of such LIBOR Rate Loangenerally, (b) adequate and reasonable fair means do not or will not exist for determining the a LIBOR Set Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan or in connection with an existing or proposed Base Rate Loan, or (cii) the a LIBOR Set Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does will not adequately and fairly accurately reflect the cost to such Lenders of funding such Loanmaking or maintaining the Loans (or any portion thereof) at a LIBOR Set Rate, then the Administrative Agent will promptly so notify affected Lenders shall give the Borrower and each Lender. Thereafter, (i) the obligation of the Lenders to make or maintain LIBOR Rate Loans shall be suspendedprompt notice thereof, and the Loan (iior portions thereof) in shall accrue interest, or continue to accrue interest, as the event of a determination described in the preceding sentence with respect to the LIBOR Rate component of case may be, at the Base Rate, . If at any time subsequent to the utilization of the LIBOR Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) revokes such notice. Upon receipt giving of such notice, such Lenders determine that because of a change in circumstances a LIBOR Set Rate is again available to the Borrower under this Agreement, such Lenders shall so advise the Borrower and the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation convert the rate of LIBOR Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of interest payable hereunder from the Base Rate Loans in to a LIBOR Set Rate by submitting a LIBOR Set Rate Request to the amount specified thereinLenders and otherwise complying with the provisions of this Agreement.

Inability to Determine LIBOR Rate. If In the Majority Lenders determine that for any reason in connection with any request for a LIBOR Rate Loan or a conversion to or continuation thereof event that (ai) Dollar deposits are not being offered to banks in the Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the London interbank eurodollar market for the applicable amount and Interest Period of such LIBOR Rate Loanmarket, (b) adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a proposed Loan that the Borrowers have requested be made or converted as a LIBOR Rate Loan or in connection with an existing or proposed Base Rate Loan, or (cii) the Required Lenders shall determine and notify the Agent of such determination (which determination shall be conclusive and binding upon the Borrowers) that the rates quoted by the Agent for the purpose of computing the LIBOR Rate for any requested Interest Period with respect to a proposed Loan that the Borrowers have requested be made or converted as a LIBOR Rate Loan does do not adequately and fairly reflect the cost to such Lenders of funding or converting such Loan, the Administrative Agent will promptly so notify shall forthwith give notice of such determination to the Borrower Borrowers and each LenderLender at least one day prior to the proposed date for funding or converting such LIBOR Loan. ThereafterIf such notice is given, (i) the obligation of the Lenders to make or maintain any requested LIBOR Rate Loans Loan shall be suspended, and made or converted as a Prime Loan having an Interest Period of thirty (ii30) in days. Until such notice has been withdrawn by the event of a determination described in the preceding sentence with respect to the LIBOR Rate component of the Base RateAgent, the utilization of the Borrowers will not request that any Loan be made or converted as a LIBOR Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of 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 thereinLoan.