Common use of Inability to Determine LIBOR Rate Clause in Contracts

Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Administrative Agent shall reasonably determine that (x) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such LIBOR Rate Loan, (y) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (z) the LIBOR Rate for any requested Interest Period does not adequately and fairly reflect the cost to the Lenders of funding such LIBOR Rate Loan, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower) to the Borrower and the Lenders. In such event (a) any Loan Request with respect to LIBOR Rate Loans shall be automatically withdrawn and shall be deemed a request for Alternate Base Rate Loans, (b) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period thereof, become an Alternate Base Rate Loan, and (c) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended (to the extent of the affected Interest Periods), and in the event of a determination described in the preceding sentence with respect to the LIBOR Rate component of the Alternate Base Rate, the utilization of the LIBOR Rate component in determining the Alternate Base Rate shall be suspended, until the Administrative Agent reasonably determines that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent shall so notify the Borrower and the Lenders.

Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Administrative Agent shall reasonably determine or be notified by the Required Lenders that (x) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such LIBOR Rate Loan, (ya) adequate and reasonable methods means do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period Period, and a Benchmark replacement pursuant to Section 2.10 or 2.11 has not been established, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary, or (zb) the LIBOR Rate determined or to be determined for any requested such Interest Period does will not adequately and fairly reflect the cost to the Lenders of funding such making or maintaining their LIBOR Rate LoanLoans during such period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the BorrowerBorrower and the Lenders) to the Borrower and the Lenders. In such event (ai) any Loan Request with respect to for LIBOR Rate Loans shall be automatically withdrawn and shall shall, in the case of such a Loan Request, be deemed a request for Alternate for, a Base Rate LoansLoan, (bii) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period thereofrelating thereto, become an Alternate a Base Rate Loan, and (ciii) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended (to the extent of the affected Interest Periods)suspended, and in the event of a determination described in the preceding sentence with respect to the LIBOR Rate component of the Alternate Base Rate, the utilization of the LIBOR Rate component in determining the Alternate Base Rate shall be suspendedeach case, until the Administrative Agent reasonably determines in good faith that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent shall promptly so notify the Borrower and the Lenders.

Inability to Determine LIBOR Rate. In the event(a) If, prior to the commencement first day of any Interest Period relating to any LIBOR Rate LoanPeriod, the Administrative Series A Calculation Agent shall reasonably determine that have determined (xwhich such determination shall be conclusive and binding upon the Company) Dollar deposits are not being offered to banks in that, by reason of circumstances affecting the London interbank market for the applicable amount and Interest Period of such LIBOR Rate Loanrelevant market, (y) adequate and reasonable methods means do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any for such Interest Period or (z) the LIBOR Rate for any requested Interest Period does not adequately and fairly reflect the cost to the Lenders of funding such LIBOR Rate LoanPeriod, the Administrative Series A Calculation Agent shall forthwith give notice thereof to the Company. If such notice is given, (A) the interest rate applicable to the 2003 Series A Notes that are subject to the Series A Floating Rate for such Interest Period shall be the Prime Rate determined and effective as of the first day of the Interest Period plus the result of (i) the Series A Floating Rate in effect for the prior Interest Period minus (ii) the Prime Rate effective as of the first day of the prior Interest Period, (B) each reference herein and in the 2003 Series A Notes to the “LIBOR Rate” shall be deemed thereafter to be a reference to the Prime Rate, and (C) subject to Section 7.5, such substituted interest rate shall thereafter be determined by the Series A Calculation Agent in accordance with the terms hereof. Until such notice has been withdrawn by the Series A Calculation Agent in accordance with Section 7.5, the LIBOR Rate (defined without giving effect to clause (B) of this Section 7.4(a)) shall not apply to any 2003 Series A Note that is subject to the Series A Floating Rate. (b) If, prior to the first day of any Interest Period, the 2003 Series B Required Holders shall have determined (which such determination (which shall be conclusive and binding on upon the BorrowerCompany) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Rate for such Interest Period, the 2003 Series B Required Holders shall forthwith give notice thereof to the Borrower Company and the LendersSeries B Calculation Agent. In If such event notice is given, (aA) any Loan Request with respect the interest rate applicable to LIBOR the 2003 Series B Notes that are subject to the Series B Floating Rate Loans for such Interest Period shall be automatically withdrawn the Prime Rate determined and effective as of the first day of the Interest Period plus the result of (i) the Series B Floating Rate in effect for the prior Interest Period minus (ii) the Prime Rate effective as of the first day of the prior Interest Period, (B) each reference herein and in the 2003 Series B Notes to the “LIBOR Rate” shall be deemed thereafter to be a request for Alternate Base Rate Loans, (b) each LIBOR Rate Loan will automatically, on reference to the last day of the then current Interest Period thereof, become an Alternate Base Rate LoanPrime Rate, and (cC) subject to Section 7.5, such substituted interest rate shall thereafter be determined by the obligations of Series B Calculation Agent in accordance with the Lenders to make LIBOR Rate Loans shall be suspended (to terms hereof. Until such notice has been withdrawn by the extent of the affected Interest Periods)2003 Series B Required Holders in accordance with Section 7.5, and in the event of a determination described in the preceding sentence with respect to the LIBOR Rate component (defined without giving effect to clause (B) of this Section 7.4(b)) shall not apply to any 2003 Series B Note that is subject to the Alternate Base Series B Floating Rate, the utilization of the LIBOR Rate component in determining the Alternate Base Rate shall be suspended, until the Administrative Agent reasonably determines that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent shall so notify the Borrower and the Lenders.

Inability to Determine LIBOR Rate. In the eventIf, prior to the commencement first Business Day of any Interest Period relating to any Period, the basis for determining the LIBOR Rate Loan, the Administrative Agent shall reasonably determine that ceases to be reported on Bloomberg page “Currency BBAM 1” (x) Dollar deposits are not being offered to banks or in such other manner as provided for in the London interbank market definition of LIBOR Rate) or such other service as has been nominated by the British Bankers’ Association as an authorized information vendor for purposes of displaying the applicable amount basis for determining such rate) and Interest Period if the Series B Required Holders, or their designated agent, shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of such LIBOR Rate Loancircumstances affecting the relevant market, (y) other adequate and reasonable methods means do not exist for ascertaining the LIBOR Rate that would otherwise determine for such Interest Period, then the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (z) the LIBOR Rate for any requested Interest Period does not adequately and fairly reflect the cost to the Lenders of funding such LIBOR Rate Loan, the Administrative Agent Series B Required Holders shall forthwith give notice thereof to the Borrower. If such notice is given, (i) the interest rate applicable to all Series B Notes for such Interest Period shall be the Prime Rate, determined and effective as of the first day of such determination Interest Period, (which shall be conclusive ii) each reference herein and binding on in the Borrower) Series B Notes to the Borrower and the Lenders. In such event (a) any Loan Request with respect to “LIBOR Rate Loans shall be automatically withdrawn and Rate” shall be deemed thereafter to be a request for Alternate Base Rate Loans, (b) each LIBOR Rate Loan will automatically, on reference to the last day of the then current Interest Period thereof, become an Alternate Base Rate LoanPrime Rate, and (ciii) subject to Section 8.9(f) below, such substituted rate shall thereafter be determined by the obligations of Series B Required Holders in accordance with the Lenders to make LIBOR Rate Loans shall be suspended (to terms hereof. Until notice contemplated by Section 8.9(f) is furnished by the extent of the affected Interest Periods)Series B Required Holders, and in the event of a determination described in the preceding sentence with respect to the LIBOR Rate component (defined without giving effect to clause (ii) of this Section 8.9(e)) shall not apply to the Alternate Base Rate, the utilization of the LIBOR Rate component in determining the Alternate Base Rate shall be suspended, until the Administrative Agent reasonably determines that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent shall so notify the Borrower and the LendersSeries B Notes.

Inability to Determine LIBOR Rate. In the eventIf, prior to the commencement first Business Day of any Interest Period relating to any Period, the basis for determining the LIBOR Rate Loan, the Administrative Agent shall reasonably determine that ceases to be reported on Bloomberg page “Currency BBAM 1” (x) Dollar deposits are not being offered to banks or in such other manner as provided for in the London interbank market definition of LIBOR Rate) or such other service as has been nominated by the British Bankers’ Association as an authorized information vendor for purposes of displaying the applicable amount basis for determining such rate) and Interest Period if the Required Holders, or their designated agent, shall have reasonably determined (which determination shall be conclusive and binding upon the Company) that, by reason of such LIBOR Rate Loancircumstances affecting the relevant market, (y) other adequate and reasonable methods means do not exist for ascertaining the LIBOR Rate that would otherwise determine for such Interest Period, then the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (z) the LIBOR Rate for any requested Interest Period does not adequately and fairly reflect the cost to the Lenders of funding such LIBOR Rate Loan, the Administrative Agent Required Holders shall forthwith give notice thereof to the Company. If such notice is given, (i) the interest rate applicable to all LIBOR-Based Loans for such Interest Period shall be the Prime Rate, determined and effective as of the first day of such determination Interest Period, (which shall be conclusive ii) each reference herein and binding on in the Borrower) Notes to the Borrower and the Lenders. In such event (a) any Loan Request with respect to “LIBOR Rate Loans shall be automatically withdrawn and Rate” shall be deemed thereafter to be a request for Alternate Base Rate Loans, (b) each LIBOR Rate Loan will automatically, on reference to the last day of the then current Interest Period thereof, become an Alternate Base Rate LoanPrime Rate, and (ciii) subject to Section 8.7(e) below, such substituted rate shall thereafter be determined by the obligations of Required Holders in accordance with the Lenders to make LIBOR Rate Loans shall be suspended (to terms hereof. Until notice contemplated by Section 8.7(e) is furnished by the extent of the affected Interest Periods)Required Holders, and in the event of a determination described in the preceding sentence with respect to the LIBOR Rate component (defined without giving effect to clause (ii) of the Alternate Base Rate, the utilization of the LIBOR Rate component in determining the Alternate Base Rate this Section 8.7(d)) shall be suspended, until the Administrative Agent reasonably determines that the circumstances giving rise not apply to such suspension no longer exist, whereupon the Administrative Agent shall so notify the Borrower and the Lendersany LIBOR-Based Loan.

Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Administrative Agent shall reasonably determine or be notified by the Required Lenders that (x) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such LIBOR Rate Loan, (ya) adequate and reasonable methods means do not temporarily exist (and the conditions described in Section 2.12 do not then exist) for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period Period, and a Benchmark replacement pursuant to Section 2.12 has not been established, including without limitation, because LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary or (zb) the LIBOR Rate determined or to be determined for any requested such Interest Period does will not adequately and fairly reflect the cost to the Lenders of funding such making or maintaining their LIBOR Rate LoanLoans during such period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the BorrowerBorrower and the Lenders) to the Borrower and the Lenders. In such event (ai) any Credit Loan Request with respect to for LIBOR Rate Loans shall be automatically withdrawn and shall shall, in the case of such a Credit Loan Request, be deemed a request for Alternate for, a Base Rate LoansLoan, (bii) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period thereofrelating thereto, become an Alternate a Base Rate Loan, and (ciii) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended (to the extent of the affected Interest Periods)suspended, and in the event of a determination described in the preceding sentence with respect to the LIBOR Rate component of the Alternate Base Rate, the utilization of the LIBOR Rate component in determining the Alternate Base Rate shall be suspendedeach case, until the Administrative Agent reasonably determines in good faith that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent shall promptly so notify the Borrower and the Lenderseach Group Agent.