Common use of Inability to Determine Eurodollar Rates Clause in Contracts

Inability to Determine Eurodollar Rates. (a) In the event, and on each occasion, that on or before the day that is three (3) Business Days prior to the commencement of any Interest Period for any Eurodollar Loan, (A) the Administrative Agent shall have determined in good faith that adequate and reasonable means do not exist for ascertaining LIBOR or (B) the Required Lenders shall have determined in good faith and notified the Administrative Agent in writing that (i) Dollar deposits in the amount of such Loan and with an Interest Period similar to such Interest Period are not generally available in the London interbank market, or (ii) the rate at which such Dollar deposits are being offered will not adequately and fairly reflect the cost to any Lender of making, maintaining or funding the principal amount of such Loan during such Interest Period, then in either case the Administrative Agent shall forthwith notify the Borrowers and the Lenders of such determination, whereupon each such Eurodollar Loan will automatically, on the last day of the then-existing Interest Period for such Eurodollar Loan, convert into a Base Rate Loan. In the event of any such determination pursuant to Section 4.02(a)(A) or (B)(i), any Funding Notice delivered by the Borrowers shall be deemed to be a request for a Base Rate Loan until the Administrative Agent or the Required Lenders, as the case may be, determines that the circumstances giving rise to such notice no longer exist. In the event of any determination pursuant to Section 4.02(a)(B)(ii), each affected Lender shall, and is hereby authorized by the Borrowers to, fund its portion of the Loans as a Base Rate Loan. Each determination by the Administrative Agent or the Required Lenders, as the case may be, hereunder shall be conclusive absent manifest error. (b) Upon the Administrative Agent’s or the Required Lenders’ determination, as the case may be, that the condition that was the subject of a notice under Section 4.02(a) has ceased, the Administrative Agent shall forthwith notify the Borrower and the Lenders of such determination, whereupon the Borrowers may elect (by delivering an Interest Period Notice) to convert any such Base Rate Loan to a Eurodollar Loan on the last day of the then-current Monthly Period in accordance with this Agreement.

Inability to Determine Eurodollar Rates. (a) In the eventIf, and on each occasion, that on or before the day that is three (3) Business Days prior to the commencement in connection with any Request for Extension of any Interest Period for Credit involving any Eurodollar Rate Loan, (Aa) Administrative Agent determines that (i) deposits in Dollars are not being offered to banks in the applicable offshore dollar market for the applicable amount and Interest Period of the requested Eurodollar Rate Loan or (ii) adequate and reasonable means do not exist for determining the underlying interest rate for such Eurodollar Rate Loan, or (b) Required Lenders determine that such underlying interest rate does not adequately and fairly reflect the cost to Lenders of funding such Eurodollar Rate Loan, Administrative Agent will promptly notify Borrower and all Lenders. Thereafter, the obligation of Lenders to make or maintain such Eurodollar Rate Loan shall be suspended until Administrative Agent revokes such notice. Upon receipt of such notice, Borrower may revoke any pending request for a Borrowing of Eurodollar Rate Loans or, failing that, be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined in good faith that determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or (B) the Required Lenders shall have determined in good faith published on a current basis and notified the Administrative Agent in writing that (i) Dollar deposits in the amount of such Loan and with an Interest Period similar circumstances are unlikely to such Interest Period are not generally available in the London interbank market, or be temporary; or (ii) the rate at which such Dollar deposits are being offered will not adequately and fairly reflect administrator of the cost to any Lender of making, maintaining LIBOR Screen Rate or funding the principal amount of such Loan during such Interest Period, then in either case a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall forthwith notify no longer be made available, or used for determining the Borrowers and interest rate of loans (such specific date, the Lenders of such determination, whereupon each such Eurodollar Loan will automatically, on the last day of the then-existing Interest Period for such Eurodollar Loan, convert into a Base Rate Loan. In the event of any such determination pursuant to Section 4.02(a)(A) or (B)(i“Scheduled Unavailability Date”), any Funding Notice delivered by the Borrowers shall be deemed or (iii) syndicated loans currently being executed, or that include language similar to be that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a request for a Base Rate Loan until the Administrative Agent or the Required Lendersnew benchmark interest rate to replace LIBOR, as the case may bethen, determines that the circumstances giving rise to reasonably promptly after such notice no longer exist. In the event of any determination pursuant to Section 4.02(a)(B)(ii), each affected Lender shall, and is hereby authorized by the Borrowers to, fund its portion of the Loans as a Base Rate Loan. Each determination by the Administrative Agent or receipt by the Required LendersAdministrative Agent of such notice, as the case may be, hereunder shall be conclusive absent manifest error. (b) Upon the Administrative Agent’s or the Required Lenders’ determination, as the case may be, that the condition that was the subject of a notice under Section 4.02(a) has ceasedapplicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate reasonably acceptable to the Borrower and the Administrative Agent (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such amendment shall forthwith become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such determinationnotice, whereupon the Borrowers Borrower may elect revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (by delivering an to the extent of the affected Eurodollar Rate Loans or Interest Period NoticePeriods) or, failing that, will be deemed to convert any have converted such request into a request for a Committed Borrowing of Base Rate Loan Loans (subject to a Eurodollar Loan on the last day foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of the then-current Monthly Period LIBOR Successor Rate shall provide that in accordance with no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

Inability to Determine Eurodollar Rates. (a) In If, in connection with any Request for Extension of Credit, (a) Administrative Agent determines that (i) deposits in Sterling are not being offered to banks in the event, applicable offshore interbank market for Sterling for the applicable amount and on each occasion, that on or before the day that is three (3) Business Days prior to the commencement of any Interest Period of the requested Eurodollar Rate Loan or (ii) adequate and reasonable means do not exist for any determining the underlying interest rate for such Eurodollar Rate Loan, or (Ab) Required Lenders determine that such underlying interest rate does not adequately and fairly reflect the cost to Lenders of funding such Eurodollar Rate Loan, Administrative Agent will promptly notify Borrower and all Lenders. Thereafter, the obligation of Lenders to make or maintain such Eurodollar Rate Loan shall be suspended until Administrative Agent revokes such notice. Upon receipt of such notice, Borrower may revoke any pending request for a Borrowing or, failing that, be deemed to have converted such request into a request for a Borrowing of Loans that bears interest based upon a rate for short term borrowings of Sterling determined in a customary manner in good faith by the Administrative Agent and reasonably acceptable to Borrower in the amount specified therein. (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined in good faith that determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or (B) the Required Lenders shall have determined in good faith published on a current basis and notified the Administrative Agent in writing that (i) Dollar deposits in the amount of such Loan and with an Interest Period similar circumstances are unlikely to such Interest Period are not generally available in the London interbank market, or be temporary; or (ii) the rate at which such Dollar deposits are being offered will not adequately and fairly reflect administrator of the cost to any Lender of making, maintaining LIBOR Screen Rate or funding the principal amount of such Loan during such Interest Period, then in either case a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall forthwith notify no longer be made available, or used for determining the Borrowers and interest rate of loans (such specific date, the Lenders of such determination, whereupon each such Eurodollar Loan will automatically, on the last day of the then-existing Interest Period for such Eurodollar Loan, convert into a Base Rate Loan. In the event of any such determination pursuant to Section 4.02(a)(A) or (B)(i“Scheduled Unavailability Date”), any Funding Notice delivered by the Borrowers shall be deemed or (iii) syndicated loans currently being executed, or that include language similar to be that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a request for a Base Rate Loan until the Administrative Agent or the Required Lendersnew benchmark interest rate to replace LIBOR, as the case may bethen, determines that the circumstances giving rise to reasonably promptly after such notice no longer exist. In the event of any determination pursuant to Section 4.02(a)(B)(ii), each affected Lender shall, and is hereby authorized by the Borrowers to, fund its portion of the Loans as a Base Rate Loan. Each determination by the Administrative Agent or receipt by the Required LendersAdministrative Agent of such notice, as the case may be, hereunder shall be conclusive absent manifest error. (b) Upon the Administrative Agent’s or the Required Lenders’ determination, as the case may be, that the condition that was the subject of a notice under Section 4.02(a) has ceasedapplicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate reasonably acceptable to the Borrower and the Administrative Agent (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such amendment shall forthwith become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods). Upon receipt of such determinationnotice, whereupon the Borrowers Borrower may elect revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (by delivering an Interest Period Notice) to convert any such Base Rate Loan to a Eurodollar Loan on the last day extent of the then-current Monthly Period affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Loans that bears interest based upon a rate for short term borrowings of Sterling determined in accordance with a customary manner in good faith by the Administrative Agent and reasonably acceptable to Borrower in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

Inability to Determine Eurodollar Rates. (a) In the eventIf, and on each occasion, that on or before the day that is three (3) Business Days prior to the commencement in connection with any Request for Extension of any Interest Period for Credit involving any Eurodollar Rate Loan, (Aa) Administrative Agent determines that (i) deposits in Dollars are not being offered to banks in the applicable offshore dollar market for the applicable amount and Interest Period of the requested Eurodollar Rate Loan or (ii) adequate and reasonable means do not exist for determining the underlying interest rate for such Eurodollar Rate Loan, or (b) Required Lenders determine that such underlying interest rate does not adequately and fairly reflect the cost to Lenders of funding such Eurodollar Rate Loan, Administrative Agent will promptly notify Borrower and all Lenders. Thereafter, the obligation of Lenders to make or maintain such Eurodollar Rate Loan shall be suspended until Administrative Agent revokes such notice. Upon receipt of such notice, Borrower may revoke any pending request for a Borrowing of Eurodollar Rate Loans or, failing that, be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined in good faith that determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or (B) the Required Lenders shall have determined in good faith published on a current basis and notified the Administrative Agent in writing that (i) Dollar deposits in the amount of such Loan and with an Interest Period similar circumstances are unlikely to such Interest Period are not generally available in the London interbank market, or be temporary; or (ii) the rate at which such Dollar deposits are being offered will not adequately and fairly reflect administrator of the cost to any Lender of making, maintaining LIBOR Screen Rate or funding the principal amount of such Loan during such Interest Period, then in either case a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall forthwith notify no longer be made available, or used for determining the Borrowers and interest rate of loans (such specific date, the Lenders of such determination, whereupon each such Eurodollar Loan will automatically, on the last day of the then-existing Interest Period for such Eurodollar Loan, convert into a Base Rate Loan. In the event of any such determination pursuant to Section 4.02(a)(A) or (B)(i“Scheduled Unavailability Date”), any Funding Notice delivered by the Borrowers shall be deemed or (iii) syndicated loans currently being executed, or that include language similar to be that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a request for a Base Rate Loan until the Administrative Agent or the Required Lendersnew benchmark interest rate to replace LIBOR, as the case may bethen, determines that the circumstances giving rise to reasonably promptly after such notice no longer exist. In the event of any determination pursuant to Section 4.02(a)(B)(ii), each affected Lender shall, and is hereby authorized by the Borrowers to, fund its portion of the Loans as a Base Rate Loan. Each determination by the Administrative Agent or receipt by the Required LendersAdministrative Agent of such notice, as the case may be, hereunder shall be conclusive absent manifest error. (b) Upon the Administrative Agent’s or the Required Lenders’ determination, as the case may be, that the condition that was the subject of a notice under Section 4.02(a) has ceasedapplicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate reasonably acceptable to the Borrower and the Administrative Agent (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such amendment shall forthwith become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders of such determinationto make or maintain Eurodollar Rate Loans shall be suspended, whereupon (to the Borrowers may elect (by delivering an Interest Period Notice) to convert any such Base Rate Loan to a Eurodollar Loan on the last day extent of the then-current Monthly Period affected Eurodollar Rate Loans or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in accordance with this Agreement.determining the