Circumstances Affecting Euro Rate and CDOR Rate Availability. In connection with any request for a Euro Rate Loan or a CDOR Rate Loan or a conversion to or continuation thereof, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that deposits (whether in Dollars or an Alternate Currency) are not being offered to banks in the London interbank Eurodollar market or in the Canadian Dollar bankers’ acceptances market, as applicable, 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 ascertaining the Euro Rate or CDOR Rate, as applicable, for such Interest Period with respect to a proposed Euro Rate Loan or CDOR Rate Loan (whether denominated in Dollars or an Alternate Currency, as applicable) or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Euro Rate or CDOR Rate, as applicable, 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 written notice thereof to the Borrowers. Thereafter, until the Administrative Agent notifies the Borrowers in writing that such circumstances no longer exist, the obligation of the Lenders to make Euro Rate Loans or CDOR Rate Loans, as applicable, and the right of the Borrowers to convert any Loan to or continue any Loan as a Euro Rate Loan or CDOR Rate Loan, as applicable, shall be suspended, and any Notice of Borrowing or Notice of Conversion/Continuation given by any Borrower with respect to Euro Rate Loans or CDOR Rate Loans, as applicable, which have not yet been incurred (including by way of conversion) shall be deemed rescinded by such Borrower, and the Borrowers shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Euro Rate Loan or CDOR Rate Loan, as applicable, together with accrued interest thereon (to the extent permitted by law), on the last day of the then current Interest Period applicable to such Euro Rate Loan or CDOR Rate Loan; or (B) convert the then outstanding principal amount of each such Euro Rate Loan to a Base Rate Loan (without giving effect to clause (iii) of the Base Rate definition) or such CDOR Rate Loan to a Canadian Prime Rate Loan (without giving effect to clause (b) of the Canadian Prime Rate definition), as applicable, as of the last day of such Interest Period. In the event that Alternate Currency Loans are so affected, the applicable Euro Rate shall be determined (I) in the case of Alternate Currency Loans denominated in a Primary Alternate Currency, on the basis provided in the proviso of clause (ii) of the definition of Euro Rate, and (II) in the case of Alternate Currency Incremental Term Loans denominated in an Other Alternate Currency, by the Administrative Agent as the all-in-cost of funds for the Administrative Agent to fund the respective Alternate Currency Incremental Term Loan denominated in such Other Alternate Currency.
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Samples: Credit Agreement (Silgan Holdings Inc), Credit Agreement (Silgan Holdings Inc)
Circumstances Affecting Euro Rate and CDOR Rate Availability. In connection with any request for a Euro Rate Loan or a CDOR Rate Loan or a conversion to or continuation thereof, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that deposits (whether in Dollars or an Alternate Currency) are not being offered to banks in the London interbank Eurodollar market or in the Canadian Dollar bankers’ acceptances market, as applicable, 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 ascertaining the Euro Rate or CDOR Rate, as applicable, for such Interest Period with respect to a proposed Euro Rate Loan or CDOR Rate Loan (whether denominated in Dollars or an Alternate Currency, as applicable) or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Euro Rate or CDOR Rate, as applicable, 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 written notice thereof to the Borrowers. Thereafter, until the Administrative Agent notifies the Borrowers in writing that such circumstances no longer exist, the obligation of the Lenders to make Euro Rate Loans or CDOR Rate Loans, as applicable, and the right of the Borrowers to convert any Loan to or continue any Loan as a Euro Rate Loan or CDOR Rate Loan, as applicable, shall be suspended, and any Notice of Borrowing or Notice of Conversion/Continuation given by any Borrower with respect to Euro Rate Loans or CDOR Rate Loans, as applicable, which have not yet been incurred (including by way of conversion) shall be deemed rescinded by such Borrower, and the Borrowers shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Euro Rate Loan or CDOR Rate Loan, as applicable, together with accrued interest thereon (to the extent permitted by law), on the last day of the then current Interest Period applicable to such Euro Rate Loan or CDOR Rate Loan; or (B) convert the then outstanding principal amount of each such Euro Rate Loan to a Base Rate Loan (without giving effect to clause (iii) of the Base Rate definition) or such CDOR Rate Loan to a Canadian Prime Rate Loan (without giving effect to clause (b) of the Canadian Prime Rate definition), as applicable, as of the last day of such Interest Period. In the event that Alternate Currency Loans are so affected, the applicable Euro Rate shall be determined (I) in the case of Alternate Currency Loans denominated in a Primary Alternate Currency, on the basis provided in the proviso of clause (ii) of the definition of Euro Rate, and (II) in the case of Alternate Currency Incremental Term Loans denominated in an Other Alternate Currency, by the Administrative Agent as the all-in-cost of funds for the Administrative Agent to fund the respective Alternate Currency Incremental Term Loan denominated in such Other Alternate Currency.
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Circumstances Affecting Euro Rate and CDOR Rate Availability. In connection with any request for a Euro EuroSubject to paragraph (h) below, (x) on or prior to the first day of any Interest Period with respect to a Eurocurrency Rate Loan or a CDOR Rate Loan or (y) prior to the USD LIBOR Transition Date, on any day with respect to a Base Rate Loan, in connection with a request therefor or a conversion to or continuation thereofthereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that deposits (whether in Dollars or an Alternate Currency) are not being offered to banks in the London or other applicable interbank Eurodollar market or in the Canadian Dollar bankers’ acceptances market, as applicable, for the applicable amount and Interest Period of such Loan (or, with respect to any Base Rate Loan, for a one month term), (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that a fundamental change has occurred in the foreign exchange or interbank markets with respect to the applicable Alternate Currency (including changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls), (iii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for ascertaining the Euro EuroAdjusted Eurocurrency Rate or CDOR Rate, as applicable, for such Interest Period with respect to a proposed Euro EuroEurocurrency Rate Loan or CDOR Rate Loan (whether denominated in Dollars or an Alternate Currency, as applicable) ), including because the Screen Rate for the applicable Currency is not available or published on a current basis, or (iiiiiiiv) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Euro EuroAdjusted Eurocurrency Rate or CDOR Rate, as applicable, 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 written notice thereof to the Borrowers. Thereafter, until the Administrative Agent notifies the Borrowers in writing that such circumstances no longer exist, (x) the obligation of the Lenders to make Euro EuroEurocurrency Rate Loans in each such Currency or CDOR Rate Loans, as applicable, and the right of the Borrowers to convert any Loan to or continue any Loan as a Euro EuroEurocurrency Rate Loan is each such Currency (in each case, to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or CDOR Rate Loan, as applicable, shall be suspended, and any Notice of Borrowing or Notice of Conversion/Continuation given by any Borrower with respect to Euro EuroEurocurrency Rate Loans or CDOR Rate Loans, as applicable, which have not yet been incurred (including by way of conversion) shall be deemed rescinded by such Borrower, and the Borrowers shall either (A) repay repayprepay in full (or cause to be repaid repaidprepaid in full) the then outstanding principal amount of each such Euro EuroEurocurrency Rate Loan or CDOR Rate Loan, as applicable, together with accrued interest thereon (to the extent permitted by law), on the last day of the then current Interest Period applicable to such Euro EuroEurocurrency Rate Loan or CDOR Rate Loan; or (B) convert the then outstanding principal amount of each such Euro EuroEurocurrency Rate Loan to a Base Rate Loan (without giving effect to clause (iii) of the Base Rate definition) or such CDOR Rate Loan to a Canadian Prime Rate Loan (without giving effect to clause (b) of the Canadian Prime Rate definition), as applicable, as of the last day of such Interest Period. In ; provided that if no election is made by the event Borrowers by the date that Alternate Currency Loans are so affectedis three (3) Business Days after receipt by the Borrowers of such notice or, the applicable Euro Rate shall be determined (I) in the case of Alternate Currency Loans denominated in a Primary Alternate CurrencyEurocurrency Rate Loans, on the basis provided in last day of the proviso of current Interest Period for the applicable Eurocurrency Rate Loan, if earlier, the Borrowers shall be deemed to have elected sub-clause (iiB) above, and (y) if such determination pursuant to this Section 2.10(a)(ii) affects the calculation of Base Rate, the Administrative Agent shall during the period of such suspension compute Base Rate without reference to clause (iii) of the definition of Euro “Base Rate”. Upon any such prepayment or conversion, and (II) in the case of Alternate Currency Incremental Term Loans denominated in an Other Alternate Currency, by the Administrative Agent as the all-in-cost of funds for the Administrative Agent Borrowers shall also pay any additional amounts required pursuant to fund the respective Alternate Currency Incremental Term Loan denominated in such Other Alternate CurrencySection 2.11.
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