Common use of Circumstances Affecting LIBO Rate Availability Clause in Contracts

Circumstances Affecting LIBO Rate Availability. Subject to clause (b) below, in connection with any request for an Eurodollar Loan or a Conversion to or continuation thereof or otherwise, if for any reason (i) the 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 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 LIBO 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 LIBO Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest Period, then the Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make Eurodollar Loans and the right of the Borrower to Convert any Loan to or continue any Loan as an Eurodollar Loan shall be suspended, and the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Loan together with accrued interest thereon, on the last day of the then current Interest Period applicable to such Eurodollar Loan; or (B) Convert the then outstanding principal amount of each such Eurodollar Loan to an ABR Loan as of the last day of such Interest Period.

Circumstances Affecting LIBO Rate Availability. Subject to Unless and until a Benchmark Replacement is implemented in accordance with clause (bc) below, in connection with any request for an a Eurodollar Loan or a Conversion 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 Adjusted LIBO Rate or LIBO Rate for such Interest Period with respect to a proposed LIBOR Rate Eurodollar Loan or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Adjusted LIBO Rate or LIBO 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. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make Eurodollar Loans and the right of the Borrower to Convert convert any Loan to or continue any Loan as an a Eurodollar Loan shall be suspended, and the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Loan together with accrued interest thereonthereon (subject to Section 12.12), on the last day of the then current Interest Period applicable to such Eurodollar Loan; or (B) Convert convert the then outstanding principal amount of each such Eurodollar Loan to an ABR Loan as of the last day of such Interest Period.

Circumstances Affecting LIBO Rate Availability. Subject to clause If the Administrative Agent or the Majority Revolving Credit Lenders (bafter consultation with the Administrative Agent) below, in connection with any request for an Eurodollar Loan or a Conversion to or continuation thereof or otherwise, if for any reason (i) the Agent shall determine (which determination shall be conclusive in good faith that, by reason of circumstances affecting the foreign exchange and binding absent manifest error) that dollar interbank markets generally, deposits in Eurodollars in the applicable amounts are not being offered to banks in the London interbank eurodollar market for Administrative Agent or such Lenders at the applicable amount and Interest Period of such Loan, (ii) the 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 LIBO 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 LIBO Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest PeriodRate, then the Administrative Agent shall promptly forthwith give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligation of the Lenders to make Eurodollar Loans which bear interest at or by reference to the LIBO Rate, and the right of the Borrower to Convert any Loan convert a Borrowing to or continue any Loan refund an Borrowing as an Eurodollar Loan a Borrowing which bear interest at or by reference to the LIBO Rate shall be suspended, and the Borrower shall either (Aii) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Loan together with accrued interest thereon, on effective upon the last day of the then current each Interest Period applicable related to such any existing Eurodollar Loan; or (B) Convert the then outstanding principal amount of Borrowing, each such Eurodollar Loan Borrowing shall automatically be converted into a Borrowing which bears interest at or by reference to an ABR Loan as the Alternate Base Rate (without regard to the satisfaction of any conditions to conversion contained elsewhere herein), and (iii) effective immediately following such notice, each Borrowing which bears interest at or by reference to the last day Adjusted LIBO Rate shall automatically be converted into Borrowing which bears interest at or by reference to the Alternate Base Rate without regard to the reference in the definition thereof to the Adjusted LIBO Rate (and without regard to the satisfaction of such Interest Periodany conditions to conversion contained elsewhere herein).

Circumstances Affecting LIBO Rate Availability. Subject to clause (b) below, in connection with any request for an Eurodollar a LIBO Rate Loan or a Conversion conversion to or continuation thereof or otherwise, if for any reason (i) the Agent shall determine (which determination shall be conclusive and binding absent manifest error) that dollar quotations of interest rates for the relevant deposits are not being offered to banks provided in the London interbank eurodollar market relevant amounts or for the applicable amount and Interest Period relevant maturities for purposes of such Loandetermining the interest rate on a Eurodollar Advance as provided in this Agreement, (ii) the 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 LIBO Rate for such Interest Period with respect to a proposed LIBOR LIBO Rate Loan or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the LIBO Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest Period, then the Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Agent notifies the Borrower that such circumstances no longer exist, whereupon (i) the obligation of the Lenders to make Eurodollar Loans and Advances shall be suspended until the right of Agent notifies the Borrower that the circumstances giving rise to Convert any Loan to or continue any Loan as an Eurodollar Loan shall be suspendedthe suspension no longer exist, and (ii) the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Loan Rate Advance, together with accrued interest thereoninterest, on the last day of the then current Interest Period applicable to such the Eurodollar Loan; or (B) Convert Advance, provided, however, that, subject to the terms and conditions of this Agreement and the other Loan Documents, the Borrower shall be entitled to simultaneously replace the entire outstanding balance of any Eurodollar Advance repaid in accordance with this section with an Advance bearing interest at the CB Floating Rate plus the Applicable Margin for CB Floating Rate Advances in the same amount. If the Agent determines on any day that quotations of interest rates for the relevant deposits referred to in the definition of Adjusted One Month Eurodollar Rate are not being provided for purposes of determining the interest rate on any CB Floating Rate Advance on any day, then outstanding principal amount each CB Floating Rate Advance shall bear interest at the Prime Rate plus the Applicable Margin for CB Floating Rate Advances until the Agent determines that quotations of each such interest rates for the relevant deposits referred to in the definition of Adjusted One Month Eurodollar Loan to an ABR Loan as of the last day of such Interest PeriodRate are being provided.

Circumstances Affecting LIBO Rate Availability. Subject to clause (b) below, in connection with any request for an Eurodollar Loan or a Conversion to or continuation thereof or otherwise, if for any reason (i) If the Agent Lender shall determine (which determination shall be conclusive and binding absent manifest error) that dollar deposits in eurodollars in the applicable amounts are not being offered to banks in the London interbank eurodollar market for Lender at the applicable amount and Interest Period of such Loan, (ii) the 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 LIBO 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 LIBO Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest PeriodRate, then the Agent Lender shall promptly forthwith give notice thereof to the BorrowerBorrowers. Thereafter, until the Agent Lender notifies the Borrower that such circumstances no longer exist, (i) the LIBO Rate component shall no longer be utilized in determining the Base Rate, (ii) the obligation of the Lenders Lender to make Eurodollar Loans any Term Loan as a LIBO Rate Loan, and the right of the Borrower Borrowers to Convert convert any Term Loan to to, or continue any Term Loan as an Eurodollar as, a LIBO Rate Loan shall be suspended, and the Borrower shall either (Aiii) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Loan together with accrued interest thereon, on effective upon the last day of the then current each Interest Period applicable related to any existing LIBO Rate Loan, such Eurodollar Loan; LIBO Rate Loan shall automatically be converted into a Base Rate Loan (without regard to the satisfaction of any conditions to conversion contained elsewhere herein), and (iv) effective immediately following such notice, each LIBO Rate Loan shall automatically be converted into a Base Rate Loan (without regard to the satisfaction of any conditions to conversion contained elsewhere herein). If the Lender determines that either inadequate or (B) Convert the then outstanding principal amount of each such Eurodollar Loan to an ABR Loan as insufficient quotations of the last day London interbank offered rate exist or the use of "LIBOR" has been or will be discontinued, the Lender may, in consultation with the Borrower amend the definition of "LIBOR" and other related provisions to provide for a substitute interest rate index and to include other provisions that are at such Interest Periodtime customary in the lending markets of the Lender (as determined by the Lender, such determination to be conclusive absent manifest error).

Circumstances Affecting LIBO Rate Availability. Subject to clause (bc) below, in connection with any request for an a Eurodollar Loan Borrowing or a Conversion conversion to or continuation thereof or otherwise, if for any reason prior to the occurrence of a Benchmark Transition Event or any Early Opt-in Election (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 Adjusted LIBO Rate or LIBO Rate for such Interest Period with respect to a proposed LIBOR Rate Loan Eurodollar Borrowing or (iii) the Required Majority Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Adjusted LIBO Rate or LIBO 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 BorrowerBorrower and the Lenders. Thereafter, until the Administrative Agent notifies the Borrower and the Lenders that such circumstances no longer exist, the obligation obligations of the Lenders to make Eurodollar Loans Borrowings and the right of the Borrower to Convert convert any Loan to or continue any Loan as an a Eurodollar Loan Borrowing shall be suspended, and the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Loan Borrowing together with accrued interest thereonthereon (subject to Section 12.12), on the last day of the then current Interest Period applicable to such Eurodollar LoanBorrowing; or (B) Convert convert the then outstanding principal amount of each such Eurodollar Loan Borrowing to an ABR Loan Borrowing as of the last day of such Interest Period.

Circumstances Affecting LIBO Rate Availability. Subject to clause (bc) below, in connection with any request for an Eurodollar Loan or a Conversion to or continuation thereof or otherwise, if for any reason (i) the 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 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 LIBO Rate for such Interest Period with respect to a proposed LIBOR Rate Eurodollar Loan or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the LIBO Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest Period, then the Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make Eurodollar Loans and the right of the Borrower to Convert any Loan to or continue any Loan as an Eurodollar Loan shall be suspended, and the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Loan together with accrued interest thereon, on the last day of the then current Interest Period applicable to such Eurodollar Loan; or (B) Convert the then outstanding principal amount of each such Eurodollar Loan to an a ABR Loan as of the last day of such Interest Period.

Circumstances Affecting LIBO Rate Availability. Subject to clause (b) below, in connection with any request for an a Eurodollar Loan Borrowing or a Conversion 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 Adjusted LIBO Rate or LIBO Rate for such Interest Period with respect to a proposed LIBOR Rate Loan Eurodollar Borrowing or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Adjusted LIBO Rate or LIBO Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest Period, then the Xxxxxxxxxxxxxx XX 0000000 WEL554/58028 Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make Eurodollar Loans and the right of the Borrower to Convert convert any Loan to or continue any Loan as an a Eurodollar Loan Borrowing shall be suspended, and the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Loan Borrowing together with accrued interest thereon, on the last day of the then current Interest Period applicable to such Eurodollar LoanBorrowing; or (B) Convert convert the then outstanding principal amount of each such Eurodollar Loan Borrowing to an ABR Loan Borrowing as of the last day of such Interest Period.

Circumstances Affecting LIBO Rate Availability. Subject to clause clauses (b), (c), (d), (e), (f) below, in connection with any request for an Eurodollar Loan or a Conversion to or continuation thereof or otherwiseand (g) of this Section 2.07, if prior to the commencement of any Interest Period for any reason a Eurodollar Borrowing: (i) the 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, provided that no Benchmark Transition Event shall have occurred at such time, (ii) the 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 LIBO Rate for such Interest Period with respect to a proposed LIBOR Rate Eurodollar Loan or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the LIBO Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest Period, then the Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make Eurodollar Loans and the right of the Borrower to Convert any Loan to or continue any Loan as an Eurodollar Loan shall be suspended, and the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Loan together with accrued interest thereon, on the last day of the then current Interest Period applicable to such Eurodollar Loan; or (B) Convert the then outstanding principal amount of each such Eurodollar Loan to an ABR Loan as of the last day of such Interest Period.

Circumstances Affecting LIBO Rate Availability. Subject to clause (b) below, in connection with any request for an Eurodollar Loan or a Conversion to or continuation thereof or otherwise, if for any reason (i) If the Agent Lender shall determine (which determination shall be conclusive in good faith that, by reason of circumstances affecting the foreign exchange and binding absent manifest error) that dollar interbank markets generally, deposits in Eurodollars in the applicable amounts are not being offered to banks in the London interbank eurodollar market for Lender at the applicable amount and Interest Period of such Loan, (ii) the 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 LIBO 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 LIBO Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest PeriodRate, then the Agent Lender shall promptly forthwith give notice thereof to the Borrower. Thereafter, until the Agent Lender notifies the Borrower that such circumstances no longer exist, (i) the obligation of the Lenders Lender to make Eurodollar Loans any Term Loan as a LIBO Rate Loan, and the right of the Borrower to Convert convert any Term Loan to to, or continue any Term Loan as an Eurodollar as, a LIBO Rate Loan shall be suspended, and the Borrower shall either (Aii) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Loan together with accrued interest thereon, on effective upon the last day of the then current each Interest Period applicable related to any existing LIBO Rate Loan, such Eurodollar Loan; or LIBO Rate Loan shall automatically be converted into a Base Rate Loan (Bwithout regard to the satisfaction of any conditions to conversion contained elsewhere herein), and (iii) Convert effective immediately following such notice, each LIBO Rate Loan shall automatically be converted into a Base Rate Loan (without regard to the then outstanding principal amount satisfaction of each such Eurodollar Loan any conditions to conversion contained elsewhere herein). Notwithstanding the foregoing, if the Lender has made the determination described in this Section, the Lender, in consultation with the Borrower, may establish an ABR Loan as alternative interest rate for the Term Loans in lieu of the last day LIBO Rate, in which case, such alternative rate of such Interest Periodinterest shall apply with respect to the Term Loans until the Lender revokes the notice delivered with respect to the affected LIBO Rate Loans under first sentence of this clause (a).

Circumstances Affecting LIBO Rate Availability. Subject to clause (b) below, in connection with any request for an Eurodollar Loan or a Conversion to or continuation thereof or otherwise, if for any reason (i) If the Agent Lender shall determine (which determination shall be conclusive and binding absent manifest error) that dollar deposits in eurodollars in the applicable amounts are not being offered to banks in the London interbank eurodollar market for Lender at the applicable amount and Interest Period of such Loan, (ii) the 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 LIBO 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 LIBO Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest PeriodRate, then the Agent Lender shall promptly forthwith give notice thereof to the BorrowerBorrowers. Thereafter, until the Agent Lender notifies the Borrower that such circumstances no longer exist, (i) the LIBO Rate component shall no longer be utilized in determining the Base Rate, (ii) the obligation of the Lenders Lender to make Eurodollar Loans any Term Loan as a LIBO Rate Loan, and the right of the Borrower Borrowers to Convert convert any Term Loan to to, or continue any Term Loan as an Eurodollar as, a LIBO Rate Loan shall be suspended, and the Borrower shall either (Aiii) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Loan together with accrued interest thereon, on effective upon the last day of the then current each Interest Period applicable related to any existing LIBO Rate Loan, such Eurodollar Loan; LIBO Rate Loan shall automatically be converted into a Base Rate Loan (without regard to the satisfaction of any conditions to conversion contained elsewhere herein), and (iv) effective immediately following such notice, each LIBO Rate Loan shall automatically be converted into a Base Rate Loan (without regard to the satisfaction of any conditions to conversion contained elsewhere herein). If the Lender determines that either inadequate or (B) Convert the then outstanding principal amount of each such Eurodollar Loan to an ABR Loan as insufficient quotations of the last day London interbank offered rate exist or the use of "LIBOR" has been or will be discontinued, the Lender may, in consultation with the Borrower amend the definition of "LIBOR" and other related provisions to provide for a substitute interest rate index and to include other provisions that are at such Interest Period.time customary in the lending markets of the Lender (as determined by the Lender, such determination to be conclusive absent manifest error). [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Execution Version

Circumstances Affecting LIBO Rate Availability. Subject to clause (b) below, in In connection with any request for an Eurodollar a LIBO Rate Loan or a Conversion Base Rate Loan as to which the interest rate is determined with reference to LIBOR 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 absent manifest error) that dollar Dollar deposits are not being offered to banks in the London interbank eurodollar 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 LIBO Rate for such Interest Period with respect to a proposed LIBOR LIBO Rate Loan or any Base Rate Loan as to which the interest rate is determined with reference to LIBOR or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the LIBO 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. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make Eurodollar LIBO Rate Loans or Base Rate Loan as to which the interest rate is determined with reference to LIBOR and the right of the Borrower to Convert convert any Loan to or continue any Loan as an Eurodollar a LIBO Rate Loan or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR shall be suspended, and (i) in the case of LIBO Rate Loans, the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar LIBO Rate Loan together with accrued interest thereonthereon (subject to Section 2.07(d)), on the last day of the then current Interest Period applicable to such Eurodollar LIBO Rate Loan; or (B) Convert convert the then outstanding principal amount of each such Eurodollar LIBO Rate Loan to an ABR a Base Rate Loan as to which the interest rate is not determined by reference to LIBOR as of the last day of such Interest Period; or (ii) in the case of Base Rate Loans as to which the interest rate is determined by reference to LIBOR, the Borrower shall convert the then outstanding principal amount of each such Loan to a Base Rate Loan as to which the interest rate is not determined by reference to LIBOR as of the last day of such Interest Period.

Circumstances Affecting LIBO Rate Availability. Subject to clause (b) below, in connection with any request for an Eurodollar Loan or a Conversion to or continuation thereof or otherwise, if for any reason (i) If the Agent Lender shall determine (which determination shall be conclusive and binding absent manifest error) that dollar deposits in eurodollars in the applicable amounts are not being offered to banks in the London interbank eurodollar market for Lender at the applicable amount and Interest Period of such Loan, (ii) the 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 LIBO 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 LIBO Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest PeriodRate, then the Agent Lender shall promptly forthwith give notice thereof to the BorrowerBorrowers. Thereafter, until the Agent Lender notifies the Borrower that such circumstances no longer exist, (i) the LIBO Rate component shall no longer be utilized in determining the Base Rate, (ii) the obligation of the Lenders Lender to make Eurodollar Loans any Term Loan as a LIBO Rate Loan, and the right of the Borrower Borrowers to Convert convert any Term Loan to to, or continue any Term Loan as an Eurodollar as, a LIBO Rate Loan shall be suspended, and the Borrower shall either (Aiii) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Loan together with accrued interest thereon, on effective upon the last day of the then current each Interest Period applicable related to any existing LIBO Rate Loan, such Eurodollar Loan; LIBO Rate Loan shall automatically be converted into a Base Rate Loan (without regard to the satisfaction of any conditions to conversion contained elsewhere herein), and (iv) effective immediately following such notice, each LIBO Rate Loan shall automatically be converted into a Base Rate Loan (without regard to the satisfaction of any conditions to conversion contained elsewhere herein). If the Lender determines that either inadequate or (B) Convert the then outstanding principal amount of each such Eurodollar Loan to an ABR Loan as insufficient quotations of the last day London interbank offered rate exist or the use of “LIBOR” has been or will be discontinued, the Lender may, in consultation with the Borrower amend the definition of “LIBOR” and other related provisions to provide for a substitute interest rate index and to include other provisions that are at such Interest Periodtime customary in the lending markets of the Lender (as determined by the Lender, such determination to be conclusive absent manifest error).

Circumstances Affecting LIBO Rate Availability. Subject to clause If the Administrative Agent or the Majority Lenders (bafter consultation with the Administrative Agent) below, in connection with any request for an Eurodollar Loan or a Conversion to or continuation thereof or otherwise, if for any reason (i) the Agent shall determine (which determination shall be conclusive in good faith that, by reason of circumstances affecting the foreign exchange and binding absent manifest error) that dollar interbank markets generally, deposits in Eurodollars in the applicable amounts are not being offered to banks in the London interbank eurodollar market for Administrative Agent or such Lenders at the applicable amount and Interest Period of such Loan, (ii) the 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 LIBO 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 LIBO Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest PeriodRate, then the Administrative Agent shall promptly forthwith give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligation of the Lenders to make Eurodollar Loans which bear interest at or by reference to the LIBO Rate, and the right of the Borrower to Convert any Loan convert a Borrowing to or continue any Loan refund a Borrowing as an Eurodollar Loan a Borrowing which bears interest at or by reference to the LIBO Rate shall be suspended, and the Borrower shall either (Aii) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Loan together with accrued interest thereon, on effective upon the last day of the then current each Interest Period applicable related to such any existing Eurodollar Loan; or (B) Convert the then outstanding principal amount of Borrowing, each such Eurodollar Loan Borrowing shall automatically be converted into a Borrowing which bears interest at or by reference to an ABR Loan as the Alternate Base Rate (without regard to the satisfaction of any conditions to conversion contained elsewhere herein), and (iii) effective immediately following such notice, each Borrowing which bears interest at or by reference to the last day LIBO Rate shall automatically be converted into Borrowing which bears interest at or by reference to the Alternate Base Rate without regard to the reference in the definition thereof to the LIBO Rate (and without regard to the satisfaction of such Interest Periodany conditions to conversion contained elsewhere herein).

Circumstances Affecting LIBO Rate Availability. Subject to clause (b) below, in connection with any request for an a Eurodollar Loan Borrowing or a Conversion 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 Adjusted LIBO Rate or LIBO Rate for such Interest Period with respect to a proposed LIBOR Rate Loan Eurodollar Borrowing or (iii) the Required Majority Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Adjusted LIBO Rate or LIBO 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. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make Eurodollar Loans and the right of the Borrower to Convert convert any Loan to or continue any Loan as an a Eurodollar Loan Borrowing shall be suspended, and the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Loan Borrowing together with accrued interest thereon, on the last day of the then current Interest Period applicable to such Eurodollar LoanBorrowing; or (B) Convert convert the then outstanding principal amount of each such Eurodollar Loan Borrowing to an ABR Loan Alternate Base Rate Borrowing as of the last day of such Interest Period.

Circumstances Affecting LIBO Rate Availability. Subject to clause (bc) below, in connection with any request for an a Eurodollar Loan or a Conversion 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 LIBO Rate for such Interest Period with respect to a proposed LIBOR Rate Eurodollar Loan or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the LIBO 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. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make Eurodollar Loans and the right of the Borrower to Convert convert any Loan to or continue any Loan as an a Eurodollar Loan shall be suspended, and the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Loan together with accrued interest thereonthereon (subject to Section 2.12(f)), on the last day of the then current Interest Period applicable to such Eurodollar Loan; or (B) Convert convert the then outstanding principal amount of each such Eurodollar Loan to an ABR a Base Rate Loan as of the last day of such Interest Period.

Circumstances Affecting LIBO Rate Availability. Subject to clause If the Administrative Agent or the Majority Lenders (bafter consultation with the Administrative Agent) below, in connection with any request for an Eurodollar Loan or a Conversion to or continuation thereof or otherwise, if for any reason (i) the Agent shall determine (which determination shall be conclusive in good faith that, by reason of circumstances affecting the foreign exchange and binding absent manifest error) that dollar interbank markets generally, deposits in Eurodollars in the applicable amounts are not being offered to banks in the London interbank eurodollar market for Administrative Agent or such Lenders at the applicable amount and Interest Period of such Loan, (ii) the 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 LIBO 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 LIBO Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest PeriodRate, then the Administrative Agent shall promptly forthwith give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligation of the Lenders to make Eurodollar Loans which bear interest at or by reference to the LIBO Rate, and the right of the Borrower to Convert any Loan convert a Borrowing to or continue any Loan refund a Borrowing as an Eurodollar Loan a Borrowing which bears interest at or by reference to the LIBO Rate shall be suspended, and the Borrower shall either (Aii) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Loan together with accrued interest thereon, on effective upon the last day of the then current each Interest Period applicable related to such any existing Eurodollar Loan; or (B) Convert the then outstanding principal amount of Borrowing, each such Eurodollar Loan Borrowing shall automatically be converted into a Borrowing which bears interest at or by reference to an the Alternate Base Rate (without regard to the satisfaction of any conditions to conversion contained elsewhere herein), and (iii) effective immediately following such notice, each ABR Loan as Borrowing which bears interest by reference to the LIBO Rate shall automatically be converted into Borrowing which bears interest at or by reference to the Alternate Base Rate without regard to the reference in the definition thereof to the LIBO Rate (and without regard to the satisfaction of the last day of such Interest Periodany conditions to conversion contained elsewhere herein).