Common use of Circumstances Affecting LIBOR Availability Clause in Contracts

Circumstances Affecting LIBOR Availability. Unless and until a Replacement Rate is implemented in accordance with clause (c) below, in connection with any request for a LIBOR 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 LIBOR 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 LIBOR for such Interest Period with respect to a proposed LIBOR Loan or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that LIBOR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such LIBOR 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 LIBOR Loans and the right of the Borrower to convert any Loan to or continue any Loan as a LIBOR 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 LIBOR Loan together with accrued interest thereon on the last day of the then current Interest Period applicable to such LIBOR Loan; or (B) convert the then outstanding principal amount of each such LIBOR Loan to a Base Rate Loan as of the last day of such Interest Period.

Circumstances Affecting LIBOR Availability. Unless and until a Replacement Rate is implemented in accordance with clause (c) belowAnything herein to the contrary notwithstanding, in connection with any request for a if, on or prior to the determination of LIBOR Loan or a conversion to or continuation thereof or otherwise, if for any reason Interest Period: (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 LIBOR Loan, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest errorconclusive) that reasonable and adequate means do not exist for the ascertaining LIBOR for such Interest Period with respect to a proposed LIBOR Loan or Period, (iiiii) the Required Lenders shall determine Administrative Agent reasonably determines (which determination shall be conclusive and binding absent manifest errorconclusive) that quotations of interest rates for the relevant deposits referred to in the definition of LIBOR does are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for LIBOR Loans as provided herein; or (iii) the Administrative Agent reasonably determines (which determination shall be conclusive) that the relevant rates of interest referred to in the definition of LIBOR upon the basis of which the rate of interest for LIBOR Loans for such Interest Period is to be determined are not likely to adequately and fairly reflect cover the cost to such Lenders any Lender of making or maintaining such LIBOR Loans during for such Interest Period, ; then the Administrative Agent shall promptly give the Borrower and each Lender prompt notice thereof to the Borrower. Thereafterand, until the Administrative Agent notifies the Borrower that so long as such circumstances no longer existcondition remains in effect, the Lenders shall be under no obligation of the Lenders to to, and shall not, make additional LIBOR Loans, Continue LIBOR Loans or Convert Loans into LIBOR Loans and the right of the Borrower to convert any Loan to or continue any Loan as a LIBOR Loan shall be suspendedshall, and the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Loan together with accrued interest thereon on the last day of the then each current Interest Period applicable to such for each outstanding LIBOR Loan; , either prepay such Loan or (B) convert the then outstanding principal amount of each Convert such LIBOR Loan to into a Base Rate Loan as of the last day of such Interest PeriodLoan.

Circumstances Affecting LIBOR Availability. Unless and until a Replacement Rate is implemented in accordance with Subject to clause (cb) below, in connection with any request for a LIBOR Eurodollar Loan or a conversion to or continuation thereof or otherwise, if for any reason reason: (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) determines that Dollar deposits are not being offered to banks in the London interbank Eurodollar eurodollar market for the applicable amount and Interest Period of such LIBOR Loan, Loan (ii) the Administrative Agent shall determine (which any such determination shall be conclusive and binding absent manifest error); (ii) Agent determines that adequate and reasonable and adequate means do not exist for the ascertaining LIBOR for such Interest Period with respect to a proposed LIBOR Loan or (iii) the Required Lenders shall determine (which any such determination shall be conclusive and binding absent manifest error); or (iii) Agent is advised by Required Lenders that LIBOR does for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such LIBOR Loans during Borrowing for such Interest Period, ; then the Administrative Agent shall promptly give notice thereof to the Borrower. ThereafterBorrower and Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies Borrower and Lenders that the Borrower that circumstances giving rise to such circumstances notice no longer exist, the obligation of the Lenders to make LIBOR Loans and the right of the Borrower to convert any Loan to or continue any Loan as a LIBOR Loan shall be suspended, and the Borrower shall either (A) repay in full (any Continuation/Conversion Notice that requests the conversion of any Borrowing to, or cause continuation of any Borrowing as, a Borrowing of Eurodollar Loans shall be ineffective and shall be deemed a request to be repaid in full) the then outstanding principal amount continue such Borrowing as a Borrowing of each such LIBOR Loan together with accrued interest thereon on the last day of the then current Interest Period applicable to such LIBOR Loan; or Base Rate Loans and (B) convert the then outstanding principal amount if any Borrowing Notice requests a Borrowing of each Eurodollar Loans, such LIBOR Loan to Borrowing shall be made as a Borrowing of Base Rate Loan as of the last day Loans. Upon receipt of such Interest Periodnotice, Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Loans.

Circumstances Affecting LIBOR Availability. Unless and until a Replacement Rate is implemented in accordance with clause (c) below, in In connection with any request for a LIBOR Loan or a conversion to or continuation thereof or otherwisethereof, if for any reason (ia) 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 LIBOR Loan Period of such LIBOR Loan, (iib) 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 Basis for such Interest LIBOR Loan Period with respect to a proposed LIBOR Loan or (iiic) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Basis does not adequately and fairly reflect the cost to such Lenders of making or maintaining such LIBOR Loans during such Interest LIBOR Loan 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 LIBOR Loans and the right of the Borrower to convert any Loan to or continue any Loan as a LIBOR Loan shall be suspended, and the Borrower shall either (Ai) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Loan together with accrued interest thereon thereon, on the last day of the then current Interest LIBOR Loan Period applicable to such LIBOR Loan; or (Bii) convert the then outstanding principal amount of each such LIBOR Loan to a Base Rate Loan as of the last day of such Interest LIBOR Loan Period.