Common use of Inability to Determine LIBOR Rate Clause in Contracts

Inability to Determine LIBOR Rate. Agent will promptly notify Borrower Agents and Lenders if, in connection with a Borrowing of, conversion to or continuation of a LIBOR Loan, (a) Agent determines that (i) deposits are not being offered with respect to LIBOR to banks in the London interbank market for the applicable Loan amount or Interest Period, or (ii) adequate and reasonable means do not exist for determining LIBOR for the applicable Interest Period; or (b) Agent or Required Lenders determine for any reason that LIBOR for the Interest Period does not adequately and fairly reflect the cost to Lenders of funding or maintaining the Loan. Thereafter, Lenders’ obligations to make or maintain affected LIBOR Loans and utilization of the LIBOR component (if affected) in determining U.S. Base Rate shall be suspended until Agent determines (or is instructed by Required Lenders) to withdraw the notice. Upon receipt of such notice, Borrower Agents may revoke any pending request for a Borrowing, conversion or continuation of a Loan bearing interest based on LIBOR and denominated in Dollars or, failing that, will be deemed to have submitted a request for a Base Rate Loan (or in the case of a LIBOR Loan to Foreign Borrowers, shall no longer be available).

Inability to Determine LIBOR Rate. Agent will promptly notify Borrower Agents and Lenders if, in connection with a Borrowing of, conversion to or continuation of a LIBOR Loan, (a) Agent determines In the event that (i) deposits are not being offered with respect to LIBOR to banks in the Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the London interbank market for the applicable Loan amount or Interest Periodeurodollar market, or (ii) adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a Loan that the Borrowers have requested be made or converted as a LIBOR Loan, or (ii) the Required Lenders shall determine and notify the Agent of such determination (which determination shall be conclusive and binding upon the Borrowers) that the rates quoted by the Agent for the applicable Interest Period; or (b) Agent or Required Lenders determine purpose of computing the LIBOR Rate for any reason that LIBOR for the requested Interest Period does with respect to a Loan that the Borrowers have requested be made or converted as a LIBOR Loan do not adequately and fairly reflect the cost to such Lenders of funding or maintaining converting such Loan, the Agent shall forthwith give notice of such determination to the Borrowers and each Lender at least one day prior to the proposed date for funding or converting such LIBOR Loan. ThereafterIf such notice is given, Lenders’ obligations to make or maintain affected any requested LIBOR Loans and utilization of the LIBOR component (if affected) in determining U.S. Base Rate Loan shall be suspended until Agent determines made or converted as a Prime Loan having an Interest Period of thirty (30) days. Until such notice has been withdrawn by the Agent, the Borrowers will not request that any Loan be made or is instructed by Required Lenders) to withdraw the notice. Upon receipt of such notice, Borrower Agents may revoke any pending request for a Borrowing, conversion or continuation of a Loan bearing interest based on LIBOR and denominated in Dollars or, failing that, will be deemed to have submitted a request for a Base Rate Loan (or in the case of converted as a LIBOR Loan to Foreign Borrowers, shall no longer be available)Loan.

Inability to Determine LIBOR Rate. Agent will promptly notify Borrower Agents and If the Majority Lenders if, determine that for any reason in connection with any request for a Borrowing of, LIBOR Rate Loan or a conversion to or continuation of a LIBOR Loan, thereof that (a) Agent determines that (i) Dollar deposits are not being offered with respect to LIBOR to banks in the London interbank eurodollar market for the applicable Loan amount or and Interest PeriodPeriod of such LIBOR Rate Loan, or (iib) adequate and reasonable means do not exist for determining the LIBOR Rate for the applicable any requested Interest Period; Period with respect to a proposed LIBOR Rate Loan or in connection with an existing or proposed Base Rate Loan, or (bc) Agent or Required Lenders determine the LIBOR Rate for any reason that LIBOR for the requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding or maintaining such Loan, the LoanAdministrative Agent will promptly so notify the Borrower and each Lender. Thereafter, Lenders’ obligations (i) the obligation of the Lenders to make or maintain affected LIBOR Rate Loans shall be suspended, and (ii) in the event of a determination described in the preceding sentence with respect to the LIBOR Rate component of the Base Rate, the utilization of the LIBOR Rate component (if affected) in determining U.S. the Base Rate shall be suspended suspended, in each case until the Administrative Agent determines (or is instructed by Required upon the instruction of the Majority Lenders) to withdraw the revokes such notice. Upon receipt of such notice, the Borrower Agents may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of a Loan bearing interest based on LIBOR and denominated in Dollars Rate Loans or, failing that, will be deemed to have submitted converted such request into a request for a Borrowing of Base Rate Loan (or Loans in the case of a LIBOR Loan to Foreign Borrowers, shall no longer be available)amount specified therein.

Inability to Determine LIBOR Rate. Agent will promptly notify Borrower Agents and Lenders if, in connection with a Borrowing of, conversion to or continuation of a LIBOR Loan, (a) Agent determines In the event that (i) deposits are not being offered with respect to LIBOR to banks in the Agent shall have determined that, by reason of circumstances affecting the London interbank market for the applicable Loan amount or Interest Periodeurodollar market, or (ii) adequate and reasonable means do not exist for determining ascertaining the LIBOR Rate for any requested Interest Period with respect to a Loan the Borrowers have requested to be made or to be converted to a LIBOR Loan or (ii) the Required Lenders shall determine and notify the Agent that the rates quoted by the Agent for the applicable Interest Period; or (b) Agent or Required Lenders determine purpose of computing the LIBOR Rate for any reason that LIBOR for the requested Interest Period does with respect to a Loan the Borrowers have requested to be made or to be converted to a LIBOR Loan do not adequately and fairly reflect the cost to the Required Lenders of funding or maintaining converting such Loan, the Agent shall give notice of such determination to the Borrowers and the Lenders at least one (1) day prior to the proposed date for funding or converting such Loan. ThereafterIf such notice is given, Lenders’ obligations to make or maintain affected LIBOR Loans and utilization of the LIBOR component (if affected) in determining U.S. Base Rate shall be suspended until Agent determines (or is instructed by Required Lenders) to withdraw the notice. Upon receipt of such notice, Borrower Agents may revoke any pending request for a BorrowingLIBOR Loan shall be made or converted to a Prime Loan or withdrawn, conversion at the Borrowers' election. Until such notice has been withdrawn by the Agent, the Borrowers will not request that any Loan be made or continuation of a Loan bearing interest based on LIBOR and denominated in Dollars or, failing that, will be deemed converted to have submitted a request for a Base Rate Loan (or in the case of a LIBOR Loan to Foreign Borrowers, shall no longer be available)Loan.