Common use of Eurocurrency Rate Loans Clause in Contracts

Eurocurrency Rate Loans. If in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof, (i) the Administrative Agent determines that (A) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (B) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (i), “Impacted Loans”), or (ii) the Administrative Agent or the Required US Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such US Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the US Borrower and each US Lender. Thereafter, (x) the obligation of the US Lenders to make or maintain Eurocurrency Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required US Lenders) revokes such notice. Upon receipt of such notice, the US Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.

Eurocurrency Rate Loans. If in connection with any request for such Tranche A Loan is a Eurocurrency Rate Loan or a conversion to or continuation thereof, (i) the Administrative Agent determines that (A) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or a rate per annum equal at all times during the Interest Period for such Loan to the sum of the Eurocurrency Rate for such Loan and such Interest Period plus the then effective Applicable Tranche A Margin, payable on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day which occurs during such Interest Period every three months from the first day of such Interest Period. If on any day a U.S. Loan is outstanding with respect to which effective notice has not been delivered to the Tranche A Agent in accordance with the terms hereof specifying the basis for determining the rate of interest applicable thereto (Bincluding, without limitation, Eurocurrency Rate Loans which, following the end of the Interest Period with respect thereto, are not reborrowed hereunder as Eurocurrency Rate Loans), then for such day such U.S. Loan shall be a Base Rate Loan. If on any day a European Loan is outstanding with respect to which effective notice has not been delivered to the Tranche A European Sub-Agent in accordance with the terms hereof specifying the basis for determining the rate of interest applicable thereto (including, without limitation, Eurocurrency Rate Loans which, following the end of the Interest Period with respect thereto, are not reborrowed hereunder as Eurocurrency Rate Loans), then the Tranche A European Sub-Agent shall calculate the interest thereon by (i) adequate assigning an Interest Period to such European Loan of one month and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (i), “Impacted Loans”)thereto, or (ii) the Administrative Agent or the Required US Lenders determine that for any reason if the Eurocurrency Rate for any requested Interest Period cannot be determined, after consultation with respect to the Company, designating a proposed rate or rates of interest, in lieu of the Eurocurrency Rate Loan does not adequately and fairly reflect Rate, which reasonably approximates the cost to such US Lenders Banks' costs of funding the European Loans (and interest shall accrue on each such European Loan at the then effective Applicable Tranche A Margin plus either such Eurocurrency Rate Loanor such other rate, the Administrative Agent will promptly so notify the US Borrower and each US Lenderas determined pursuant to clause (i) or (ii) above, respectively). ThereafterNothing in this Section 2.04, (x) the obligation of the US Lenders to make or maintain Eurocurrency Rate Loans in the affected currency or currencies however, shall be suspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required US Lenders) revokes such notice. Upon receipt of such notice, the US Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into constitute a request for consent to, or a Committed Borrowing waiver with respect to, any failure by a Tranche A Borrower to repay the principal amount of Base Rate Loans in the amount specified thereina Tranche A Loan as required under Section 2.03 above.

Eurocurrency Rate Loans. If the Required US Lenders determine that for any reason in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof, thereof that (i) the Administrative Agent determines that (A) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (Bii) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (i), “Impacted Loans”)Loan, or (iiiii) the Administrative Agent or the Required US Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such US Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the US Borrower and each US Lender. Thereafter, (x) the obligation of the US Lenders to make or maintain Eurocurrency Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods)suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required US Lenders) revokes such notice. Upon receipt of such notice, the US Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.

Eurocurrency Rate Loans. If in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof, (i) the Administrative Agent US Lender determines that (A) deposits (whether any Change in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate LoanLaw has made it unlawful, or (B) adequate and reasonable means do not exist for determining the Eurocurrency Rate that any Governmental Authority has asserted that it is unlawful, for any requested Interest Period with respect US Lender or its applicable Lending Office to a proposed Eurocurrency Rate Loan make, maintain or fund Loans (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan (in each case with respect whose interest is determined by reference to clause (i), “Impacted Loans”)the Eurocurrency Rate, or (ii) the Administrative Agent to determine or the Required US Lenders determine that for any reason charge interest rates based upon the Eurocurrency Rate for Rate, or any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect Governmental Authority has imposed material restrictions on the cost to authority of such US Lenders of funding Lender to purchase or sell, or to take deposits of, Dollars or any Alternative Currency in the applicable interbank market, then, on notice thereof by such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify US Lender to the US Borrower and each US Lender. Thereafterthrough the Administrative Agent, (xi) the any obligation of the such US Lenders Lender to make or maintain continue Eurocurrency Rate Loans in the affected currency or currencies shall be suspended (to or, in the extent case of the affected Eurocurrency Rate Loans or Interest Periods)in Dollars, to convert Base Rate Committed Loans to Eurocurrency Rate Loans, shall be suspended, and (yii) in if such notice asserts the event illegality of a determination described in such US Lender making or maintaining Base Rate Loans the preceding sentence with respect interest rate on which is determined by reference to the Eurocurrency Rate component of the Base Rate, the utilization interest rate on which Base Rate Loans of such US Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component in determining of the Base Rate shall be suspendedRate, in each case until such US Lender notifies the Administrative Agent (upon and the instruction of US Borrower that the Required US Lenders) revokes circumstances giving rise to such noticedetermination no longer exist. Upon receipt of such notice, (x) the US Borrower may revoke any pending request for shall, upon demand from such US Lender (with a Borrowing ofcopy to the Administrative Agent), conversion to or continuation of prepay or, if applicable and such Loans are denominated in Dollars, convert all such Eurocurrency Rate Loans in of such US Lender to Base Rate Loans (the affected currency or currencies (interest rate on which Base Rate Loans of such US Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the extent Eurocurrency Rate component of the affected Base Rate), either on the last day of the Interest Period therefor, if such US Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or Interest Periodsimmediately, if such US Lender may not lawfully continue to maintain such Eurocurrency Rate Loans and (y) orif such notice asserts the illegality of such US Lender determining or charging interest rates based upon the Eurocurrency Rate, failing that, will be deemed to have converted the Administrative Agent shall during the period of such request into a request for a Committed Borrowing of suspension compute the Base Rate Loans applicable to such US Lender without reference to the Eurocurrency Rate component thereof until the Administrative is advised in writing by such US Lender that it is no longer illegal for such US Lender to determine or charge interest rates based upon the Eurocurrency Rate. Upon any such prepayment or conversion, the US Borrower shall also pay accrued interest on the amount specified thereinso prepaid or converted.

Eurocurrency Rate Loans. If the Required US Lenders determine that for any reason in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof, thereof that (i) the Administrative Agent determines that (A) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (Bii) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether DWT 16166918v15 4900000-001225 denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (i), “Impacted Loans”)Loan, or (iiiii) the Administrative Agent or the Required US Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such US Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the US Borrower and each US Lender. Thereafter, (x) the obligation of the US Lenders to make or maintain Eurocurrency Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods)suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required US Lenders) revokes such notice. Upon receipt of such notice, the US Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.

Eurocurrency Rate Loans. If in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof, (i) the Administrative Agent US Lender determines that (A) deposits (whether any Change in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate LoanLaw has made it unlawful, or (B) adequate and reasonable means do not exist for determining the Eurocurrency Rate that any Governmental Authority has asserted that it is unlawful, for any requested Interest Period with respect US Lender or its applicable Lending Office to a proposed Eurocurrency Rate Loan make, maintain or fund Loans (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan (in each case with respect whose interest is determined by reference to clause (i), “Impacted Loans”)the Eurocurrency Rate, or (ii) the Administrative Agent to determine or the Required US Lenders determine that for any reason charge interest rates based upon the Eurocurrency Rate for Rate, or any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect Governmental Authority has imposed DWT 16166918v15 4900000-001225 material restrictions on the cost to authority of such US Lenders of funding Lender to purchase or sell, or to take deposits of, Dollars or any Alternative Currency in the applicable interbank market, then, on notice thereof by such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify US Lender to the US Borrower and each US Lender. Thereafterthrough the Administrative Agent, (xi) the any obligation of the such US Lenders Lender to make or maintain continue Eurocurrency Rate Loans in the affected currency or currencies shall be suspended (to or, in the extent case of the affected Eurocurrency Rate Loans or Interest Periods)in Dollars, to convert Base Rate Committed Loans to Eurocurrency Rate Loans, shall be suspended, and (yii) in if such notice asserts the event illegality of a determination described in such US Lender making or maintaining Base Rate Loans the preceding sentence with respect interest rate on which is determined by reference to the Eurocurrency Rate component of the Base Rate, the utilization interest rate on which Base Rate Loans of such US Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component in determining of the Base Rate shall be suspendedRate, in each case until such US Lender notifies the Administrative Agent (upon and the instruction of US Borrower that the Required US Lenders) revokes circumstances giving rise to such noticedetermination no longer exist. Upon receipt of such notice, (x) the US Borrower may revoke any pending request for shall, upon demand from such US Lender (with a Borrowing ofcopy to the Administrative Agent), conversion to or continuation of prepay or, if applicable and such Loans are denominated in Dollars, convert all such Eurocurrency Rate Loans in of such US Lender to Base Rate Loans (the affected currency or currencies (interest rate on which Base Rate Loans of such US Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the extent Eurocurrency Rate component of the affected Base Rate), either on the last day of the Interest Period therefor, if such US Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or Interest Periodsimmediately, if such US Lender may not lawfully continue to maintain such Eurocurrency Rate Loans and (y) orif such notice asserts the illegality of such US Lender determining or charging interest rates based upon the Eurocurrency Rate, failing that, will be deemed to have converted the Administrative Agent shall during the period of such request into a request for a Committed Borrowing of suspension compute the Base Rate Loans applicable to such US Lender without reference to the Eurocurrency Rate component thereof until the Administrative is advised in writing by such US Lender that it is no longer illegal for such US Lender to determine or charge interest rates based upon the Eurocurrency Rate. Upon any such prepayment or conversion, the US Borrower shall also pay accrued interest on the amount specified thereinso prepaid or converted.