Common use of Circumstances Affecting LIBOR Rate or CDOR Rate Availability Clause in Contracts

Circumstances Affecting LIBOR Rate or CDOR Rate Availability. (i) If with respect to a proposed LIBOR Rate Loan or Canadian CDOR Loan or a conversion to or a continuation thereof: (A) the Administrative Agent or any Lender (after consultation with the Administrative Agent) shall determine, acting reasonably and in good faith, that for any reason (1) deposits (whether in Dollars, Euros, Sterling or any Optional Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and requested Interest Period of such LIBOR Rate Loan or Canadian CDOR Loan or (2) adequate and reasonable means do not exist for determining the LIBOR Rate or CDOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan or Canadian CDOR Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”) or (B) the Required Lenders reasonably and in good faith determine (which determination shall be conclusive) and notify the Administrative Agent that the LIBOR Rate or CDOR Rate applicable to a LIBOR Rate Loan or Canadian CDOR Loan will not adequately and fairly reflect the cost to the Required Lenders of funding LIBOR Rate Loans or Canadian CDOR Loans for such Interest Period, then the Administrative Agent shall forthwith give notice thereof to the Parent Borrower. Thereafter, until the Administrative Agent notifies the Parent Borrower that such circumstances no longer exist, the obligation of the Lenders to make LIBOR Rate Loans or Canadian CDOR Loans and the right of the Revolving Borrowers to convert any Revolving Credit Loan to or continue any Revolving Credit Loan as a LIBOR Rate Loan or Canadian CDOR Loan shall be suspended, and the relevant Borrower shall repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan or Canadian CDOR Loan together with accrued interest thereon, on the last day of the then current Interest Period applicable to such LIBOR Rate Loan or Canadian CDOR Loan, as applicable, or, if such LIBOR Rate Loan is denominated in Dollars or Canadian Dollars, convert the then outstanding principal amount of each such Dollar LIBOR Rate Loan or Canadian CDOR Loan to an Alternate Base Rate Loan or Canadian Base Rate Loan, as the case may be, as of the last day of such Interest Period. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i)(A) of this Section, the Administrative Agent, in consultation with the Parent Borrower, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a)(i)(A) of this Section, (2) the Required Lenders notify the Administrative Agent and the Parent Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Parent Borrower written notice thereof.

Circumstances Affecting LIBOR Rate or CDOR Rate Availability. (i) If with respect to a proposed LIBOR Rate Loan or Canadian CDOR Loan or a conversion to or a continuation thereofLoan: (Ai) the Administrative Agent or any Lender (after consultation with the Administrative Agent) shall determine, acting reasonably and in good faith, that for any reason (1) deposits (whether in Dollars, Euros, Sterling or any Optional Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and requested Interest Period of such LIBOR Rate Loan or Canadian CDOR Loan or (2) adequate and reasonable means do not exist for determining the LIBOR Rate or CDOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan or Canadian CDOR Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”) or (Bii) the Required Lenders reasonably and in good faith determine (which determination shall be conclusive) and notify the Administrative Agent that the LIBOR Rate or CDOR Rate applicable to a LIBOR Rate Loan or Canadian CDOR Loan will not adequately and fairly reflect the cost to the Required Lenders of funding LIBOR Rate Loans or Canadian CDOR Loans for such Interest Period, then the Administrative Agent shall forthwith give notice thereof to the Parent Borrower. Thereafter, until the Administrative Agent notifies the Parent Borrower that such circumstances no longer exist, the obligation of the Lenders to make LIBOR Rate Loans or Canadian CDOR Loans and the right of the Revolving Borrowers to convert any Revolving Credit Loan to or continue any Revolving Credit Loan as a LIBOR Rate Loan or Canadian CDOR Loan shall be suspended, and the relevant Revolving Borrower shall repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan or Canadian CDOR Loan together with accrued interest thereon, on the last day of the then current Interest Period applicable to such LIBOR Rate Loan or Canadian CDOR Loan, as applicable, or, if such LIBOR Rate Loan is denominated in Dollars or Canadian Dollars, convert the then outstanding principal amount of each such Dollar LIBOR Rate Loan or Canadian CDOR Loan to an Alternate Base Rate Loan or Canadian Base Rate Loan, as the case may be, as of the last day of such Interest Period. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i)(A) of this Section, the Administrative Agent, in consultation with the Parent Borrower, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a)(i)(A) of this Section, (2) the Required Lenders notify the Administrative Agent and the Parent Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Parent Borrower written notice thereof.

Circumstances Affecting LIBOR Rate or CDOR Rate Availability. (i) If with respect to a proposed LIBOR Rate Loan or Canadian CDOR Loan or a conversion to or a continuation thereofany Interest Period: (Ai) the Administrative Agent or any Lender (after consultation with the Administrative Agent) shall determine, acting reasonably and in good faith, that for any reason (1) deposits (whether in Dollars, Euros, Sterling or any Optional Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and requested Interest Period of such LIBOR Rate Loan or Canadian CDOR Loan or (2) adequate and reasonable means do not exist for determining the LIBOR Rate or CDOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan or Canadian CDOR Loan (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”) or (Bii) the Required Lenders reasonably and in good faith determine (which determination shall be conclusive) and notify the Administrative Agent that the LIBOR Rate BaseRate or CDOR Rate applicable to a LIBOR Rate Loan or Canadian CDOR Loan will not adequately and fairly reflect the cost to the Required Lenders of funding LIBOR Rate Loans or Canadian CDOR Loans for such Interest Period, then the Administrative Agent shall forthwith give notice thereof to the Parent Borrower. Thereafter, until the Administrative Agent notifies the Parent Borrower that such circumstances no longer exist, the obligation of the Lenders to make LIBOR Rate Loans or Canadian CDOR Loans and the right of the Revolving Borrowers to convert any Revolving Credit Loan to or continue any Revolving Credit Loan as a LIBOR Rate Loan or Canadian CDOR Loan shall be suspended, and the relevant Revolving Borrower shall repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan or Canadian CDOR Loan together with accrued interest thereon, on the last day of the then current Interest Period applicable to such LIBOR Rate Loan or Canadian CDOR Loan, as applicable, or, if such LIBOR Rate Loan is denominated in Dollars or Canadian Dollars, convert the then outstanding principal amount of each such Dollar LIBOR Rate Loan or Canadian CDOR Loan to an Alternate Base Rate Loan or Canadian Base Rate Loan, as the case may be, as of the last day of such Interest Period. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i)(A) of this Section, the Administrative Agent, in consultation with the Parent Borrower, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a)(i)(A) of this Section, (2) the Required Lenders notify the Administrative Agent and the Parent Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Parent Borrower written notice thereof.