Common use of EURODOLLAR AVAILABILITY Clause in Contracts

EURODOLLAR AVAILABILITY. 2.14.1 In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for any Eurodollar Tranche, Administrative Agent shall have determined (which determination shall, in the absence of manifest error, be conclusive and binding upon Borrower) that U.S. Dollar deposits in the amount of the principal amount of the Eurodollar Tranche which is to have such Interest Period are not generally available in the London interbank market, or that the rate at which such U.S. Dollar deposits are being offered will not accurately reflect the cost to any Lender of funding or maintaining such principal amount of such Eurodollar Tranche during such Interest Period, or that reasonable means do not exist for ascertaining the LIBO Rate, (i) Administrative Agent shall, as soon as practicable thereafter, give written or telephonic notice (which telephonic notice shall be followed immediately with a notice by facsimile telecopy) of such determination to Lenders and Borrower, (ii) such principal amount of such Eurodollar Tranche shall automatically be converted, as of the last day of the Interest Period during which such determination is made, to an Alternate Rate Tranche subject to the last sentence of this paragraph, and (iii) any request by Borrower for such Eurodollar Tranche pursuant to Section 2.3 shall thereupon, and until the circumstances giving rise to such notice no longer exist (as notified by Administrative Agent to Borrower and Lenders), be deemed a request for an Alternate Rate Tranche. If at any time Administrative Agent shall have determined (which determination shall, in the absence of manifest error, be conclusive and binding upon Borrower) that any contingency has occurred which adversely affects the London interbank market or that any Requirement of Law or any change in any existing Requirement of Law or in the interpretation thereof or other circumstance affecting Lenders or the London interbank market makes the funding or maintaining of the Eurodollar Tranches impracticable, (1) Administrative Agent shall, as soon as practicable thereafter, give written or telephonic notice (which telephonic notice shall be followed immediately with a notice by facsimile telecopy) of such determination to Lenders and Borrower, (2) the Eurodollar Tranches shall automatically be converted, as of the last day of each Interest Period during which such determination is made and in each case in respect of the principal amount of the Eurodollar Tranches having an Interest Period ending on such date, to Alternate Rate Tranches, subject to the last sentence of this paragraph, and (3) any request by Borrower for the Eurodollar Tranches pursuant to Section 2.3 shall thereupon, and until the circumstances giving rise to such notice no longer exist (as notified by Administrative Agent to Borrower and Lenders), be deemed a request for Alternate Rate Tranches. If, in the circumstances specified in this paragraph or in Section 2.13, Administrative Agent determines that there is no reasonable alternate source for funding or maintaining the Eurodollar Tranches, and no reasonable basis for determining the Alternate Rate, or source of funding or maintaining Alternate Rate Tranches, is available or practicable, then Administrative Agent shall promptly so notify the other Lenders and Borrower, and each outstanding Eurodollar Tranche shall, on the last day of the Interest Period then applicable to it, be converted to a Base Rate Tranche. 2.14.2 If any Tranche is converted to an Alternate Rate Tranche pursuant to this Section 2.14, Borrower and Lenders, acting through Administrative Agent, shall enter into negotiations in good faith with a view to agreeing upon a substitute basis for determining the rate or rates of interest from time to time applicable to such Tranche, which shall be acceptable to each Lender, and the rate or rates so determined shall constitute the Alternate Rate for that Tranche from the date of such conversion. If, however, Borrower and Majority Lenders fail to agree to such substitute basis within 30 days after such conversion, such Tranche shall be deemed to have been converted to a Base Rate Tranche.

EURODOLLAR AVAILABILITY. 2.14.1 In the event, and on each occasion, that on the day Business Day two Business Days prior to the commencement of any Interest Period for any the Eurodollar TrancheLoans, Administrative Agent shall have determined in good faith (which determination shall, in the absence of 27 35 manifest error, be conclusive and binding upon BorrowerBorrowers) that U.S. Dollar deposits in the amount of the principal amount of the Eurodollar Tranche Loans which is to have such Interest Period are not generally available in the London interbank market, or that the rate at which such U.S. Dollar deposits are being offered will not accurately reflect the cost to any Lender of making or funding or maintaining such principal amount of such Eurodollar Tranche Loans during such Interest Period, or that reasonable means do not exist for ascertaining the LIBO Eurodollar Rate, (i) Administrative Agent shall, as soon as practicable thereafter, give written or telephonic notice (which telephonic notice shall be followed immediately with a notice by facsimile telecopy) of such determination to Lenders Borrowers' Representative and Borrower, (iii) such principal amount of such Eurodollar Tranche Loans shall automatically be converted, as of the last day of the Interest Period during which such determination is made, to an Alternate Base Rate Tranche subject to the last sentence of this paragraph, Loans and (iiiii) any request by Borrower Borrowers' Representative for such Eurodollar Tranche Loans pursuant to Section 2.3 2.5 hereof shall thereupon, and until the circumstances giving rise to such notice no longer exist (as notified by Administrative Agent to Borrower and Lenders), Borrowers' Representative) be deemed a request for an Alternate the making of Base Rate TrancheLoans. If at any time Administrative Agent shall have determined in good faith (which determination shall, in the absence of manifest error, be conclusive and binding upon BorrowerBorrowers) that any contingency has occurred which adversely affects the London interbank market or that any Requirement of Law or any change in any existing Requirement of Law or in the interpretation thereof thereof, in any case adopted, issued or effective after the date hereof, or other circumstance affecting Lenders any Lender or the London interbank market makes the funding or maintaining of the Eurodollar Tranches Loans impracticable, (1) Administrative Agent shall, as soon as practicable thereafter, give written or telephonic notice (which telephonic notice shall be followed immediately with a notice by facsimile telecopy) of such determination to Lenders Borrowers' Representative and Borrower, (2i) the Eurodollar Tranches Loans shall automatically be converted, as of the last day of each Interest Period during which such determination is made and in each case in respect of the principal amount of the Eurodollar Tranches Loans having an Interest Period ending on such date, to Alternate Base Rate Tranches, subject to the last sentence of this paragraph, Loans and (3ii) any request by Borrower Borrowers' Representative for the Eurodollar Tranches Loans pursuant to Section 2.3 2.5 hereof shall thereupon, and until the circumstances giving rise to such notice no longer exist (as notified by Administrative Agent to Borrower and LendersBorrowers' Representative), be deemed a request for Alternate Rate Tranches. If, in the circumstances specified in this paragraph or in Section 2.13, Administrative Agent determines that there is no reasonable alternate source for funding or maintaining the Eurodollar Tranches, and no reasonable basis for determining the Alternate Rate, or source making of funding or maintaining Alternate Rate Tranches, is available or practicable, then Administrative Agent shall promptly so notify the other Lenders and Borrower, and each outstanding Eurodollar Tranche shall, on the last day of the Interest Period then applicable to it, be converted to a Base Rate TrancheLoans. Upon such circumstances no longer existing, Borrowers' Representative may thereafter request Eurodollar Loans in accordance with the terms hereof. 2.14.2 If any Tranche is converted to an Alternate Rate Tranche pursuant to this Section 2.14, Borrower and Lenders, acting through Administrative Agent, shall enter into negotiations in good faith with a view to agreeing upon a substitute basis for determining the rate or rates of interest from time to time applicable to such Tranche, which shall be acceptable to each Lender, and the rate or rates so determined shall constitute the Alternate Rate for that Tranche from the date of such conversion. If, however, Borrower and Majority Lenders fail to agree to such substitute basis within 30 days after such conversion, such Tranche shall be deemed to have been converted to a Base Rate Tranche.

EURODOLLAR AVAILABILITY. 2.14.1 (a) In the event, and on each occasion, that on the day two (2) Business Days prior to the commencement of any Interest Period for any a Eurodollar TrancheAdvance, Administrative the Agent shall have determined (which determination shall, in the absence of manifest error, be conclusive and binding upon Borrower) good faith that U.S. Dollar dollar deposits in the amount of the principal amount of the such Eurodollar Tranche which is to have such Interest Period Advance are not generally available in the London (England) interbank market, or that the rate at which such U.S. Dollar dollar deposits are being offered will not accurately reflect the cost to any Lender one or more Lenders of making or funding or maintaining such the principal amount of their portions of such Eurodollar Tranche Advance during such Interest Period, or that reasonable means do not exist for ascertaining the LIBO Eurodollar Rate, (i) Administrative the Agent shall, as soon as practicable thereafter, give written or telephonic notice (which telephonic notice shall be followed immediately with a notice by facsimile telecopy) of such determination to the Lenders and Borrower, (ii) such principal amount of such Eurodollar Tranche shall automatically be converted, as of the last day of the Interest Period during which such determination is made, to an Alternate Rate Tranche subject to the last sentence of this paragraphBorrowers, and (iii) any request by Borrower Borrowers for such a Eurodollar Tranche Advance pursuant to Section 2.3 2.4 hereof or for conversion to or renewal of a Eurodollar Advance pursuant to Section 2.7 hereof shall thereupon, and until the circumstances giving rise to such notice no longer exist (as notified by Administrative the Agent to Borrower the Borrowers and the Lenders), be deemed a request by the Borrowers for an Alternate the making of or conversion to a Base Rate Tranche. If Advance. (b) If, at any time Administrative time, the Agent shall have determined (which determination shall, in the absence of manifest error, be conclusive and binding upon Borrower) that any contingency has occurred which adversely affects the London (England) interbank market or that any Requirement of Law law, treaty, order, directive, rule or regulation adopted, issued or becoming effective after the Closing Date or any change in any existing Requirement of Law law, treaty, order, directive, rule or regulation from that in effect on the Closing Date or in the interpretation thereof (in any case, whether or not having the force of law) or other circumstance affecting one or more Lenders or the London (England) interbank market makes the funding or maintaining of the any portion of a Eurodollar Tranches Advance impracticable, (1) Administrative the Agent shall, as soon as practicable thereafter, give written or telephonic notice (which telephonic notice shall be followed immediately with a notice by facsimile telecopy) of such determination to the Lenders and Borrower, (2) the Eurodollar Tranches shall automatically be converted, as of the last day of each Interest Period during which such determination is made Borrowers and in each case in respect of the principal amount of the Eurodollar Tranches having an Interest Period ending on such date, to Alternate Rate Tranches, subject to the last sentence of this paragraph, and (3) any request by Borrower Borrowers for the a Eurodollar Tranches Advance pursuant to Section 2.3 2.4 hereof or for conversion to or renewal of a Eurodollar Advance pursuant to Section 2.7 hereof shall thereupon, and until the circumstances giving rise to such notice no longer exist (as notified by Administrative the Agent to Borrower the Borrowers and the Lenders), be deemed a request by the Borrowers for Alternate Rate Tranches. If, in the circumstances specified in this paragraph making of or in Section 2.13, Administrative Agent determines that there is no reasonable alternate source for funding or maintaining the Eurodollar Tranches, and no reasonable basis for determining the Alternate Rate, or source of funding or maintaining Alternate Rate Tranches, is available or practicable, then Administrative Agent shall promptly so notify the other Lenders and Borrower, and each outstanding Eurodollar Tranche shall, on the last day of the Interest Period then applicable to it, be converted conversion to a Base Rate TrancheAdvance. 2.14.2 If any Tranche is converted to an Alternate Rate Tranche pursuant to this Section 2.14, Borrower and Lenders, acting through Administrative Agent, shall enter into negotiations in good faith with a view to agreeing upon a substitute basis for determining the rate or rates of interest from time to time applicable to such Tranche, which shall be acceptable to each Lender, and the rate or rates so determined shall constitute the Alternate Rate for that Tranche from the date of such conversion. If, however, Borrower and Majority Lenders fail to agree to such substitute basis within 30 days after such conversion, such Tranche shall be deemed to have been converted to a Base Rate Tranche.

EURODOLLAR AVAILABILITY. 2.14.1 (a) In the event, and on each occasion, that on the day two (2) Business Days prior to the commencement of any Interest Period for any a Eurodollar TrancheAdvance, Administrative the Agent shall have determined in good faith (which determination shall, in the absence of manifest error, be conclusive and binding upon Borrower) that U.S. Dollar dollar deposits in the amount of the principal amount of the such Eurodollar Tranche which is to have such Interest Period Advance are not generally available in the London (England, U.K.) interbank market, or that the rate at which such U.S. Dollar dollar deposits are being offered will not accurately reflect the cost to any Lender one or more Lenders of making or funding or maintaining such the principal amount of their portions of such Eurodollar Tranche Advance during such Interest Period, or that reasonable means do not exist for ascertaining the LIBO Eurodollar Rate, (i) Administrative the Agent shall, as soon as practicable thereafter, give written Written Notice or telephonic notice (which telephonic notice shall be followed immediately with a notice by facsimile telecopy) of such determination to the Lenders and Borrower, (ii) such principal amount of such Eurodollar Tranche shall automatically be converted, as of the last day of the Interest Period during which such determination is made, to an Alternate Rate Tranche subject to the last sentence of this paragraph, Borrower and (iii) any request by Borrower for such a Eurodollar Tranche Advance pursuant to Sections 2.4 or 4.4 hereof or for conversion to or renewal of a Eurodollar Advance pursuant to Section 2.3 5.2 hereof shall thereupon, and until the circumstances giving rise to such notice no longer exist (as notified by Administrative the Agent to Borrower and the Lenders), be deemed a request by Borrower for an Alternate the making of or conversion to a Base Rate Tranche. If Advance. (b) If, at any time Administrative time, the Agent shall have determined (which determination shall, in the absence of manifest error, be conclusive and binding upon Borrower) that any contingency has occurred which adversely affects the London (England, U.K.) interbank market or that any Requirement of Law new law, treaty, order, directive, rule or regulation or any change in any existing Requirement of Law law, treaty, order, directive, rule or regulation or in the interpretation thereof or other circumstance affecting Lenders one or more Lenders, in the London (England, U.K.) interbank market makes the funding or maintaining of the any portion of a Eurodollar Tranches Advance impracticable, (1) Administrative the Agent shall, as soon as practicable thereafter, give written Written Notice or telephonic notice (which telephonic notice shall be followed immediately with a notice by facsimile telecopy) of such determination to the Lenders and Borrower, (2) the Eurodollar Tranches shall automatically be converted, as of the last day of each Interest Period during which such determination is made Borrower and in each case in respect of the principal amount of the Eurodollar Tranches having an Interest Period ending on such date, to Alternate Rate Tranches, subject to the last sentence of this paragraph, and (3) any request by Borrower for the a Eurodollar Tranches Advance pursuant to Sections 2.4 or 4.4 hereof or for conversion to or renewal of a Eurodollar Advance pursuant to Section 2.3 5.2 hereof shall thereupon, and until the circumstances giving rise to such notice no longer exist (as notified by Administrative the Agent to Borrower and the Lenders), be deemed a request by Borrower for Alternate Rate Tranches. If, in the circumstances specified in this paragraph making of or in Section 2.13, Administrative Agent determines that there is no reasonable alternate source for funding or maintaining the Eurodollar Tranches, and no reasonable basis for determining the Alternate Rate, or source of funding or maintaining Alternate Rate Tranches, is available or practicable, then Administrative Agent shall promptly so notify the other Lenders and Borrower, and each outstanding Eurodollar Tranche shall, on the last day of the Interest Period then applicable to it, be converted conversion to a Base Rate TrancheAdvance. 2.14.2 If any Tranche is converted to an Alternate Rate Tranche pursuant to this Section 2.14, Borrower and Lenders, acting through Administrative Agent, shall enter into negotiations in good faith with a view to agreeing upon a substitute basis for determining the rate or rates of interest from time to time applicable to such Tranche, which shall be acceptable to each Lender, and the rate or rates so determined shall constitute the Alternate Rate for that Tranche from the date of such conversion. If, however, Borrower and Majority Lenders fail to agree to such substitute basis within 30 days after such conversion, such Tranche shall be deemed to have been converted to a Base Rate Tranche.

EURODOLLAR AVAILABILITY. 2.14.1 (a) In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for any Eurodollar TrancheLoans, Administrative Agent shall have determined (which determination shall, in the absence of manifest error, be conclusive and binding upon Borrower) that U.S. Dollar or GBP (as the case may be) deposits in the amount of the principal amount of the Eurodollar Tranche Loans which is to have such Interest Period are not generally available in the London interbank market, or that the rate at which such U.S. Dollar or GBP (as the case may be) deposits are being offered will not accurately reflect the cost to any Lender of the Lenders of making or funding or maintaining such principal amount of such Eurodollar Tranche Loans during such Interest Period, or that reasonable means do not exist for ascertaining the LIBO Rate, (i) Administrative Agent shall, as soon as practicable thereafter, give written or telephonic notice (which telephonic notice shall be followed immediately with a notice by facsimile telecopy) of such determination to Agent, the Lenders and Borrower, Borrower and (iii) such principal amount of such Eurodollar Tranche Loans shall automatically be converted, as of the last day of the Interest Period during which such determination is made, to an Alternate Rate Tranche Loans subject to the last sentence of this paragraph, paragraph and (iiiii) any request by Borrower for such Eurodollar Tranche Loans pursuant to Section 2.3 hereof shall thereupon, and until the circumstances giving rise to such notice no longer exist (as notified by Administrative Agent to Borrower and the Lenders), be deemed a request for an the making of Alternate Rate TrancheLoans. If at any time Administrative Agent shall have determined (which determination shall, in the absence of manifest error, be conclusive and binding upon Borrower) that any contingency has occurred which adversely affects the London interbank market or that any Requirement of Law or any change in any existing Requirement of Law or in the interpretation thereof or other circumstance affecting the Lenders or the London interbank market makes the funding or maintaining of the Eurodollar Tranches Loans impracticable, (1) Administrative Agent shall, as soon as practicable thereafter, give written or telephonic notice (which telephonic notice shall be followed immediately with a notice by facsimile telecopy) of such determination to Agent, the Lenders and Borrower, Borrower and (2i) the Eurodollar Tranches Loans shall automatically be converted, as of the last day of each Interest Period during which such determination is made and in each case in respect of the principal amount of the Eurodollar Tranches Loans having an Interest Period ending on such date, to Alternate Rate TranchesLoans, subject to the last sentence of this paragraph, and (3ii) any request by Borrower for the Eurodollar Tranches Loans pursuant to Section 2.3 hereof shall thereupon, and until the circumstances giving rise to such notice no longer exist (as notified by Administrative Agent to Borrower Borrower, Agent and the Lenders), be deemed a request for the making of Alternate Rate TranchesLoans. If, in the circumstances specified in this paragraph or in Section 2.13, Administrative Agent determines that there is no reasonable alternate source of funding for funding or maintaining the Eurodollar TranchesLoans, and or no reasonable basis for determining the Alternate Rate, or source of funding or maintaining Alternate Rate Tranches, is available or practicable, then Administrative Agent shall promptly so notify the other Lenders Lenders, Agent and Borrower, Borrower thereof and any notice of borrowing under Section 2.3 shall be deemed rescinded and each outstanding principal amount of the Eurodollar Tranche shallLoans, if outstanding, having an Interest Period then current, together with all interest thereon, shall be due and payable by Borrower on the last day of the Interest Period then applicable to it, be converted to a Base Rate Tranche. 2.14.2 If any Tranche is converted to an Alternate Rate Tranche pursuant to this Section 2.14, Borrower and Lenders, acting through Administrative Agent, shall enter into negotiations in good faith with a view to agreeing upon a substitute basis for determining the rate or rates of interest from time to time applicable to such Tranche, which shall be acceptable to each Lender, and the rate or rates so determined shall constitute the Alternate Rate for that Tranche from the date of such conversion. If, however, Borrower and Majority Lenders fail to agree to such substitute basis within 30 days after such conversion, such Tranche shall be deemed to have been converted to a Base Rate Tranche.