Common use of Deposits Unavailable or Interest Rate Unascertainable or Inadequate; Impracticability Clause in Contracts

Deposits Unavailable or Interest Rate Unascertainable or Inadequate; Impracticability. If the Agent determines (which determination shall be conclusive and binding on the parties hereto), or in the case of Section 5.2(b), the Agent or the Required Banks determine, that: (a) deposits of the necessary amount for the relevant Interest Period for any LIBOR Advance are not available in the relevant markets or that, by reason of circumstances affecting such market, adequate and reasonable means do not exist for ascertaining the LIBOR Interbank Rate for such Interest Period; or (b) that the LIBOR Rate (Reserve Adjusted) will not adequately and fairly reflect the cost to the Banks of making, maintaining or funding the LIBOR Advance for a relevant Interest Period; the Agent shall promptly give notice of such determination to the Borrower, and (i) any notice of a new LIBOR Advance previously given by the Borrower and not yet borrowed or converted shall be deemed to be a notice to make a Base Rate Advance, and (ii) the Borrower shall be obligated to either prepay in full any outstanding LIBOR Advances or convert any such LIBOR Advance to a Base Rate Advance, without premium or penalty on the last day of the current Interest Period with respect thereto.

Deposits Unavailable or Interest Rate Unascertainable or Inadequate; Impracticability. If the Agent determines (which determination shall be conclusive and binding on the parties hereto), or in the case of Section 5.2(b), the Agent or the Required Banks determine, ) that: (a) deposits of the necessary amount for the relevant Interest Period for any LIBOR Advance are not available in the relevant markets or that, by reason of circumstances affecting such market, adequate and reasonable means do not exist for ascertaining the LIBOR Interbank Rate for such Interest Period; or; (b) that the LIBOR Rate (Reserve Adjusted) will not adequately and fairly reflect the cost to the Banks of making, maintaining making or funding the LIBOR Advance for a relevant Interest Period; or (c) the making or funding of LIBOR Advances has become impracticable as a result of any event occurring after the date of this Agreement which, in the opinion of the Agent, materially and adversely affects such Advances or any Bank’s Commitment or the relevant market; the Agent shall promptly give notice of such determination to the Borrower, and (i) any notice of a new LIBOR Advance previously given by the Borrower and not yet borrowed or converted shall be deemed to be a notice to make a Base Rate Advance, and (ii) the Borrower shall be obligated to either prepay in full any outstanding LIBOR Advances or convert any such LIBOR Advance to a Base Rate AdvanceAdvances, without premium or penalty on the last day of the current Interest Period with respect theretothereto or convert any such LIBOR Advance to a Base Rate Advance on such last day.

Deposits Unavailable or Interest Rate Unascertainable or Inadequate; Impracticability. If the Agent determines (which determination shall be conclusive and binding on the parties hereto), or in the case of Section 5.2(b), the Agent or the Required Banks determine, ) that: (a) deposits of the necessary amount for the relevant Interest Period for any LIBOR Advance are not available in the relevant markets, or for Alternative Currencies, necessary amounts of the relevant Alternative Currency are not readily obtainable on regular exchange markets available to each Bank, or that, by reason of circumstances affecting such market, adequate and reasonable means do not exist for ascertaining the LIBOR Interbank Rate for Dollars or other Alternative Currencies for such Interest Period; or; (b) that the LIBOR Rate (Reserve Adjusted) will not adequately and fairly reflect the cost to the Banks of making, maintaining making or funding the LIBOR Advance for a relevant Interest Period; or (c) the making or funding of LIBOR Advances has become impracticable as a result of any event occurring after the date of this Agreement which, in the opinion of the Agent, materially and adversely affects such Advances or any Bank’s Commitment or the relevant market; the Agent shall promptly give notice of such determination to the BorrowerCompany, and (i) any notice of a new LIBOR Advance in Dollars previously given by the Borrower Borrowers and not yet borrowed or converted shall be deemed to be a notice to make a Base Rate Advance; (ii) any notice of a new LIBOR Advance in an Alternative Currency shall, upon notice by the Agent, be withdrawn by the Borrowers, and (iiiii) the Borrower Borrowers shall be obligated to either prepay in full any outstanding LIBOR Advances (in Dollars or convert any such LIBOR Advance to a Base Rate AdvanceAlternative Currencies), without premium or penalty on the last day of the current Interest Period with respect theretothereto or, in the instance of a LIBOR Advance in Dollars, convert any such LIBOR Advance to a Base Rate Advance on such last day.

Deposits Unavailable or Interest Rate Unascertainable or Inadequate; Impracticability. If the Agent determines (which determination shall be conclusive and binding on the parties hereto), or in the case of Section 5.2(b), the Agent or the Required Banks determine, that: (a) deposits of the necessary amount for the relevant Interest Period for any LIBOR Advance are not available in the relevant markets or that, by reason of circumstances affecting such market, adequate and reasonable means do not exist for ascertaining the LIBOR Interbank LIBO Rate for such Interest Period; or (b) that the LIBOR LIBO Rate (Reserve Adjusted) will not adequately and fairly reflect the cost to the Banks of making, maintaining or funding the LIBOR Advance for a relevant Interest Period; the Agent shall promptly give notice of such determination to the Borrower, and (i) any notice of a new LIBOR Advance previously given by the Borrower and not yet borrowed or converted shall be deemed to be a notice to make a Base Rate Advance, and (ii) the Borrower shall be obligated to either prepay in full any outstanding LIBOR Advances or convert any such LIBOR Advance to a Base Rate Advance, without premium or penalty on the last day of the current Interest Period with respect thereto.

Deposits Unavailable or Interest Rate Unascertainable or Inadequate; Impracticability. If (a) Unless and until an alternative rate has been implemented in accordance with Section 5.2(b) below, if the Agent determines (which determination shall be conclusive and binding on the parties hereto), or in the case of Section 5.2(b5.2(a)(ii), the Agent or the Required Banks determine, that: (ai) deposits of the necessary amount for the relevant Interest Period for any LIBOR Advance are not available in the relevant markets or that, by reason of circumstances affecting such market, adequate and reasonable means do not exist for ascertaining the LIBOR Interbank Rate for such Interest Period; or (bii) that the LIBOR Rate (Reserve Adjusted) will not adequately and fairly reflect the cost to the Banks of making, maintaining or funding the LIBOR Advance for a relevant Interest Period; the Agent shall promptly give notice of such determination to the Borrower, and (i) any notice of a new LIBOR Advance previously given by the Borrower and not yet borrowed or converted shall be deemed to be a notice to make a Base Rate Advance, and (ii) the Borrower shall be obligated to either prepay in full any outstanding LIBOR Advances or convert any such LIBOR Advance to a Base Rate Advance, without premium or penalty on the last day of the current Interest Period with respect thereto.

Deposits Unavailable or Interest Rate Unascertainable or Inadequate; Impracticability. If the Agent Bank in good faith determines (which determination shall be conclusive and binding on the parties hereto), or in the case of Section 5.2(b), the Agent or the Required Banks determine, ) that: (a) deposits Deposits of the necessary amount for the relevant Interest Loan Period for any LIBOR Advance are not available to the Bank in the relevant markets or that, by reason of circumstances affecting such market, adequate and reasonable means do not exist for ascertaining the LIBOR Interbank Rate for such Interest Loan Period; or; (b) that the The LIBOR Rate (Reserve Adjusted) will not adequately and fairly reflect the cost to the Banks Bank of making, maintaining making or funding the LIBOR Advance for a relevant Interest Loan Period; or (c) The making or funding of LIBOR Advances has become impracticable as a result of any event occurring after the Agent date of this Agreement which, in the opinion of the Bank, materially and adversely affects such Advances or the Bank’s Commitment to make such Advances or the relevant market; The Bank shall promptly give notice of such determination to the Borrower, and (i) any notice of a new LIBOR Advance previously given by the Borrower and not yet borrowed or converted shall be deemed to be a notice to make a Base Rate Advancean advance bearing interest at the Prime Rate, and (ii) the Borrower any outstanding Fixed LIBOR Advance shall be obligated deemed to either prepay in full any outstanding LIBOR Advances or convert any such LIBOR Advance be converted to a Base an advance bearing interest at the Prime Rate Advance, without premium or penalty on as of the last day of the current Interest Loan Period with respect thereto, and (iii) any Outstanding Floating LIBOR Advance shall be deemed to be converted to an advance bearing interest at the Prime Rate as of the last day of the current month.

Deposits Unavailable or Interest Rate Unascertainable or Inadequate; Impracticability. If the Agent Bank reasonably determines (which determination shall be conclusive and binding on the parties hereto), or in the case of Section 5.2(b), the Agent or the Required Banks determine, ) that: (ai) deposits of the necessary amount for the relevant Interest Period for any LIBOR LIBO Rate Advance are not available in the relevant markets or that, by reason of circumstances affecting such market, adequate and reasonable means do not exist for ascertaining the LIBOR Interbank LIBO Rate for such Interest Period; or; (bii) that the LIBOR Adjusted LIBO Rate (Reserve Adjusted) will not adequately and fairly reflect the cost to the Banks Bank of making, maintaining making or funding the LIBOR LIBO Rate Advance for a relevant Interest Period; or (iii) the Agent making or funding of LIBO Rate Advances has become impracticable as a result of any event occurring after the date of this Agreement which, in the opinion of the Bank, materially and adversely affects such LIBO Rate Advances or the Commitment or the relevant market; the Bank shall promptly give notice of such determination to the Borrower, and (i) any notice of a new LIBOR LIBO Rate Advance previously given by the a Borrower and not yet borrowed or converted shall be deemed to be a notice to make a Base CB Floating Rate Advance, and (ii) the Borrower shall be obligated to either prepay in full any outstanding LIBOR Advances or convert any such LIBOR Advance to a Base LIBO Rate AdvanceAdvances, without premium or penalty on the last day of the current Interest Period with respect theretothereto or convert any such LIBO Rate Advance to a CB Floating Rate Advance on such last day until such time as the Bank notifies the Borrower that the circumstances giving rise to such notice no longer exist (which notice shall be given promptly after such circumstance shall cease to exist).

Deposits Unavailable or Interest Rate Unascertainable or Inadequate; Impracticability. If the Agent determines (which determination shall be conclusive and binding on the parties hereto), or in the case of Section 5.2(b), the Agent or the Required Banks determine, ) that: (a) deposits of the necessary amount for the relevant Interest Period for any LIBOR Eurodollar Advance are not available in the relevant markets or that, by reason of circumstances affecting such market, adequate and reasonable means do not exist for ascertaining the LIBOR Eurodollar Interbank Rate for such Interest Period; or; (b) that the LIBOR Eurodollar Rate (Reserve Adjusted) will not adequately and fairly reflect the cost to the Banks of making, maintaining making or funding the LIBOR Eurodollar Advance for a relevant Interest Period; or (c) the making or funding of Eurodollar Advances has become impracticable as a result of any event occurring after the date of this Agreement which, in the opinion of the Agent, materially and adversely affects such Advances or any Bank's Commitment or the relevant market; the Agent shall promptly give notice of such determination to the Borrower, and (i) any notice of a new LIBOR Eurodollar Advance previously given by the Borrower and not yet borrowed or converted shall be deemed to be a notice to make a Base Federal Funds Rate Advance, and (ii) the Borrower shall be obligated to either prepay in full any outstanding LIBOR Advances or convert any such LIBOR Advance to a Base Rate AdvanceEurodollar Advances, without premium or penalty on the last day of the current Interest Period with respect theretothereto or convert any such Eurodollar Advance to a Federal Funds Rate Advance on such last day.

Deposits Unavailable or Interest Rate Unascertainable or Inadequate; Impracticability. If the Agent determines (which determination shall be conclusive and binding on the parties hereto), or in the case of Section 5.2(b), the Agent or the Required Banks determine, that: (a) deposits of the necessary amount for the relevant Interest Period for any LIBOR Advance are not available in the relevant markets or that, by reason of circumstances affecting such market, adequate and reasonable means do not exist for ascertaining the LIBOR Interbank Rate for such Interest Period; or (b) that the LIBOR Rate (Reserve Adjusted) will not adequately and fairly reflect the cost to the Banks of making, maintaining or funding the LIBOR Advance for a relevant Interest Period; the Agent shall promptly give notice of such determination to the Borrower, and (i) any notice of a new LIBOR Advance previously given by the Borrower and not yet borrowed or converted shall be deemed to be a notice to make a Base Rate Advance, and (ii) the Borrower shall be obligated to either prepay in full any outstanding LIBOR Advances or convert any such LIBOR Advance to a Base Rate Advance, without premium or penalty on the last day of the current Interest Period with respect thereto.”

Deposits Unavailable or Interest Rate Unascertainable or Inadequate; Impracticability. If the Agent determines (which determination shall be conclusive and binding on the parties hereto), or in the case of Section 5.2(b)clause (b) below, the Agent or the Required Banks determine, that: (a) deposits of the necessary amount for the relevant Interest Period for any LIBOR Advance are not available in the relevant markets or that, by reason of circumstances affecting such market, adequate and reasonable means do not exist for ascertaining the LIBOR Interbank Rate for such Interest Period; or (b) that the LIBOR Rate (Reserve Adjusted) will not adequately and fairly reflect the cost to the Banks of making, maintaining or funding the a LIBOR Advance for a relevant Interest Period; the Agent shall promptly give notice of such determination to the Borrower, and (i) any notice of a new LIBOR Advance previously given by the Borrower and not yet borrowed borrowed, continued or converted shall be deemed to be a notice to make a Base Rate Advance, and (ii) the Borrower shall be obligated to either prepay in full any outstanding LIBOR Advances or convert any such LIBOR Advance to a Base Rate Advance, without premium or penalty penalty, on the last day of the current Interest Period with respect thereto.

Deposits Unavailable or Interest Rate Unascertainable or Inadequate; Impracticability. If the Agent Bank determines (which determination shall be conclusive and binding on the parties hereto), or in the case of Section 5.2(b), the Agent or the Required Banks determine, that: (a) deposits of the necessary amount for the relevant Interest Period for any LIBOR Advance are not available in the relevant markets or that, by reason of circumstances affecting such market, adequate and reasonable means do not exist for ascertaining the LIBOR Interbank Rate for such Interest Period; or (b) that the LIBOR Rate (Reserve Adjusted) will not adequately and fairly reflect the cost to the Banks Bank of making, maintaining or funding the LIBOR Advance for a relevant Interest Period; the Agent Bank shall promptly give notice of such determination to the Borrower, and (i) any notice of a new LIBOR Advance previously given by the Borrower and not yet borrowed or converted shall be deemed to be a notice to make a Base Rate Advance, and (ii) the Borrower shall be obligated to either prepay in full any outstanding LIBOR Advances or convert any such LIBOR Advance to a Base Rate Advance, without premium or penalty on the last day of the current Interest Period with respect thereto.

Deposits Unavailable or Interest Rate Unascertainable or Inadequate; Impracticability. If the Agent Bank in good faith determines (which determination shall be conclusive and binding on the parties hereto), or in the case of Section 5.2(b), the Agent or the Required Banks determine, ) that: (a) deposits Deposits of the necessary amount for the relevant Interest Loan Period for any LIBOR Advance are not available to the Bank in the relevant markets or that, by reason of circumstances affecting such market, adequate and reasonable means do not exist for ascertaining the LIBOR Interbank Rate for such Interest Loan Period; or; (b) that the The LIBOR Rate (Reserve Adjusted) will not adequately and fairly reflect the cost to the Banks Bank of making, maintaining making or funding the LIBOR Advance for a relevant Interest Loan Period; or (c) The making or funding of LIBOR Advances has become impracticable as a result of any event occurring after the Agent date of this Agreement which, in the opinion of the Bank, materially and adversely affects such Advances or the Bank’s Commitment to make such Advances or the relevant market; The Bank shall promptly give notice of such determination to the Borrower, and (i) any notice of a new LIBOR Advance previously given by the Borrower and not yet borrowed or converted shall be deemed to be a notice to make a an Advance bearing interest at the Base Rate AdvanceRate, subject to the provisions of Sections 2.5 and 3.1, and (ii) the Borrower shall be obligated to either prepay in full any outstanding LIBOR Advances or convert any such LIBOR Advance shall be deemed to a be converted to an advance bearing interest at the Base Rate Advance, without premium or penalty on as of the last day of the current Interest Loan Period with respect thereto.