Common use of Circumstances Affecting LIBOR Rate Availability Clause in Contracts

Circumstances Affecting LIBOR Rate Availability. If with respect to any Interest Period the Administrative Agent or any Lender (after consultation with Administrative Agent) shall determine that, by reason of circumstances affecting the foreign exchange and interbank markets generally, deposits in eurodollars, in the applicable amounts are not being quoted via Telerate Page 3750 or offered to the Administrative Agent or such Lender for such Interest Period, then the Administrative Agent shall forthwith give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist (which notification shall be given promptly, but in any event within thirty (30) days after the Administrative Agent obtains actual knowledge that such circumstances no longer exist), the obligation of the Lenders to make LIBOR Rate Loans and the right of the Borrower to convert any Loan to or continue any Loan as a LIBOR Rate Loan shall be suspended, and the Borrower shall repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan together with accrued interest thereon, on the last day of the then current Interest Period applicable to such LIBOR Rate Loan or convert the then outstanding principal amount of each such LIBOR Rate Loan to a Base Rate Loan as of the last day of such Interest Period.

Circumstances Affecting LIBOR Rate Availability. If for any reason (a) 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 any requested Eurodollar-based Advance (including any continuation of, or conversion into, a Eurodollar-based Advance), other than as a result of a Benchmark Transition Event, (b) the Agent shall determine (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for the ascertaining the LIBOR Rate for such Interest Period with respect to any Interest Period such Advance, other than as a result of a Benchmark Transition Event, or (c) the Administrative Agent or any Lender (after consultation with Administrative Agent) Majority Banks shall determine that, by reason of circumstances affecting (which determination shall be conclusive and binding absent manifest error) that the foreign exchange LIBOR Rate does not adequately and interbank markets generally, deposits in eurodollars, in fairly reflect the applicable amounts are not being quoted via Telerate Page 3750 or offered cost to the Administrative Agent Banks of making or maintaining such Lender for Advance during such Interest Period, then the Administrative Agent shall forthwith (and in the case of clause (c) above, upon notice from the Majority Banks) will promptly give notice thereof to the BorrowerCompany and the Banks. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist (which notification shall be given promptly, but in any event within thirty (30) days after the Administrative Agent obtains actual knowledge Company that such circumstances no longer exist), (i) the obligation of the Lenders Banks to make Advances which bear interest at or by reference to the LIBOR Rate Loans Rate, and the right of the Borrower Company to convert any Loan an Advance to or continue any Loan refund an Advance as a an Advance which bears interest at or by reference to the LIBOR Rate Loan shall be suspended, and the Borrower shall repay in full (or cause to be repaid in fullii) the then outstanding principal amount of each such LIBOR Rate Loan together with accrued interest thereon, on effective upon the last day of the then current each Eurodollar-Interest Period applicable related to such LIBOR Rate Loan or convert the then outstanding principal amount of any existing Eurodollar-based Advance, each such LIBOR Rate Loan Eurodollar-based Advance shall automatically be converted into an Advance which bears interest at or by reference to a the Base Rate Loan (without regard to the satisfaction of any conditions to conversion contained elsewhere herein). 14. A new Section 11.10 is added to the Credit Agreement in the appropriate numerical order as of the last day of such Interest Period.follows:

Circumstances Affecting LIBOR Rate Availability. If If, with respect to any Interest Period Period, the Administrative Agent or any Lender the Required Lenders (after consultation with Administrative Agent) shall determine that, by reason of circumstances affecting the foreign exchange and interbank markets generally, the deposits in eurodollars, eurodollars in the applicable amounts are not being quoted via offered (through Telerate Page 3750 or offered otherwise) to the Administrative Agent or such Lender the Required Lenders for such Interest Period, then the Administrative Agent shall forthwith give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist (which notification shall be given promptly, but in any event within thirty ten (3010) days after the Administrative Agent obtains actual knowledge that such circumstances no longer exist), the obligation of the Lenders to make LIBOR Rate Loans Loans, and the right of the Borrower to convert any Loan to or continue any Loan as a LIBOR Rate Loan Loan, shall be suspended, and the Borrower shall repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan Loan, together with accrued interest thereon, on the last day of the then current Interest Period applicable to such LIBOR Rate Loan or convert the then outstanding principal amount of each such LIBOR Rate Loan to a Base Rate Loan as of the last day of such Interest Period.

Circumstances Affecting LIBOR Rate Availability. If Unless and until a Replacement Rate is implemented in accordance with clause (c) below, in connection with any request for a Loan 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 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 with respect to any Interest Period a proposed Loan or (iii) the Administrative Agent or any Lender (after consultation with Administrative Agent) Required Lenders shall determine that, by reason (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 circumstances affecting the foreign exchange and interbank markets generally, deposits in eurodollars, in the applicable amounts are not being quoted via Telerate Page 3750 making or offered to the Administrative Agent or maintaining such Lender for such Interest PeriodLoans, then the Administrative Agent shall forthwith promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist (which notification shall be given promptly, but in any event within thirty (30) days after the Administrative Agent obtains actual knowledge that such circumstances no longer exist), the obligation of the Lenders to make LIBOR Rate Loans and the right of the Borrower to convert any Loan to or continue any Loan as a LIBOR Rate 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 Rate Loan together with accrued interest thereon, on the last day of the then current Interest Period applicable thereon (subject to such LIBOR Rate Loan Section 5.1(d)); or convert (B) the then outstanding principal amount of each such LIBOR Rate Loan shall bear interest at an amount equal to a Base Rate Loan as of the last day of such Interest Periodinterest rate applicable to the Loans pursuant to Section 5.1(a).

Circumstances Affecting LIBOR Rate Availability. If If, with respect to any Interest Period Period, the Administrative Agent or any Lender the Required Lenders (after consultation with Administrative the Agent) shall determine that, by reason of circumstances affecting the foreign exchange and interbank markets generally, the deposits in eurodollars, eurodollars in the applicable amounts are not being quoted via offered (through Telerate Page 3750 or offered otherwise) to the Administrative Agent or such Lender the Required Lenders for such Interest Period, then the Administrative Agent shall forthwith give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist (which notification shall be given promptly, but in any event within thirty ten (3010) days after the Administrative Agent obtains actual knowledge that such circumstances no longer exist), the obligation of the Lenders to make LIBOR Rate Loans and the right of the Borrower to convert any Loan to or continue any Loan as a LIBOR Rate Loan Loans, shall be suspended, and the Borrower shall elect to either (i) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan Loan, together with accrued interest thereon, on the last day of the then current Interest Period applicable to such LIBOR Rate Loan or (i) to convert the then outstanding principal amount of each such LIBOR Rate Loan affected Loans and the Reimbursement Obligations to a Base Rate Loan as of the last day of such Interest PeriodPeriod until such circumstances no longer exist, whereupon such affected Loans shall convert to LIBOR Rate Loans as of the first date on which such circumstances no longer exist.