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 one or more Lenders advise the Administrative Agent that the LIBOR Rate for any requested Interest Period does not adequately and fairly reflect the cost to such Lender or 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 In such event (a) any Loan Request or Competitive Bid Request with respect to LIBOR Rate Loans shall be automatically withdrawn and shall be deemed a request for Alternate Base Rate Loans (in the case of Committed Loans) or Absolute Competitive Bid Loans (in the case of Competitive Bid Loans), (b) each Committed 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 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 or one or more Lenders advise the Administrative Agent that (b) the LIBOR Rate determined or to be determined for any requested such Interest Period does not will not, in the Administrative Agent's reasonable opinion, adequately and fairly reflect the cost to such Lender or 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 or Competitive Bid Conversion Request with respect to LIBOR Rate Loans shall be automatically withdrawn and shall be deemed a request for Alternate Base Rate Loans (in the case of Committed Loans) or Absolute Competitive Bid Loans (in the case of Competitive Bid Loans), (bii) each Committed 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), 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 or the Required Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall so notify the Borrower and the Lenders.

Inability to Determine LIBOR Rate. In the eventevent that any Lender (each an “Affected Lender”) shall have individually determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank LIBOR market, 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 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 for any Interest PeriodPeriod with respect to (a) proposed Loans that the Borrower has requested be made as LIBOR Loans, or one or more Lenders advise (b) the Administrative Agent that continuation of LIBOR Loans beyond the LIBOR Rate for any requested expiration of the then current Interest Period does not adequately and fairly reflect the cost to such Lender or Lenders of funding such LIBOR Rate Loantherefor, the Administrative Affected Lender through the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on event to the Borrower. Within thirty (30) days following the date of such notice by the Agent (after consultation with each Affected Lender) and the Borrower shall enter into negotiations in good faith with a view to agreeing on an alternative basis acceptable to the Borrower and the LendersAffected Lender for, determining the interest rate (the “Substitute LIBOR Rate”) which shall be applicable during such Interest Period for the LIBOR Loans to which such Interest Period applies and which shall reflect the cost to the Affected Lender of funding such LIBOR Loans for such Interest Period from alternate sources plus the Applicable Margin for LIBOR Loans. In If, at the expiration of thirty (30) days from the giving of such event notice by the Agent, (ai) any Loan Request or Competitive Bid Request the Agent, the Affected Lender and the Borrower have agreed to such Substitute LIBOR Rate, such Substitute LIBOR Rate shall take effect with respect to such Interest Period from the beginning of such Interest Period with respect to such affected Lender’s Loans so affected, or (ii) Agent, the Affected Lender and Borrower have not agreed to a Substitute LIBOR Rate, (x) any requested LIBOR Loans of such Affected Lender shall be deemed to have been made as Base Rate Loans, (y) any Loans of such Affected Lender that were to have been converted to LIBOR Loans shall be automatically withdrawn continued Base Rate Loans, as the case may be, and (z) any outstanding LIBOR Loans of such Affected Lender shall be deemed a request for Alternate Base Rate Loans (in the case of Committed Loans) or Absolute Competitive Bid Loans (in the case of Competitive Bid Loans), (b) each Committed LIBOR Rate Loan will automaticallyconverted, on the last day of the then current Interest Period thereoftherefor, become an Alternate to Base Rate LoanLoans. Until such notice has been withdrawn by the Affected Lender, and (c) the obligations no further LIBOR Loans of the Lenders to make LIBOR such Affected Lender shall be made nor shall any Base Rate Loans shall of such Affected Lender be suspended (converted to the extent of the affected Interest Periods), and in the event of a determination described in the preceding sentence with respect LIBOR Loans pursuant 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 LendersSection 5.4.

Inability to Determine LIBOR Rate. In the eventevent that any Lender (each an "Affected Lender") shall have individually determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank LIBOR market, 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 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 for any Interest PeriodPeriod with respect to (a) proposed Loans that the Borrower has requested be made as LIBOR Loans, or one or more Lenders advise (b) the Administrative Agent that continuation of LIBOR Loans beyond the LIBOR Rate for any requested expiration of the then current Interest Period does not adequately and fairly reflect the cost to such Lender or Lenders of funding such LIBOR Rate Loantherefor, the Administrative Affected Lender through the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on event to the Borrower. Within thirty (30) days following the date of such notice by the Agent (after consultation with each Affected Lender) and the Borrower shall enter into negotiations in good faith with a view to agreeing on an alternative basis acceptable to the Borrower and the LendersAffected Lender for, determining the interest rate (the "Substitute LIBOR Rate") which shall be applicable during such Interest Period for the LIBOR Loans to which such Interest Period applies and which shall reflect the cost to the Affected Lender of funding such LIBOR Loans for such Interest Period from alternate sources plus the Applicable Margin for LIBOR Loans. In If, at the expiration of thirty (30) days from the giving of such event notice by the Agent, (ai) any Loan Request or Competitive Bid Request the Agent, the Affected Lender and the Borrower have agreed to such Substitute LIBOR Rate, such Substitute LIBOR Rate shall take effect with respect to such Interest Period from the beginning of such Interest Period with respect to such affected Lender's Loans so affected, or (ii) Agent, the Affected Lender and Borrower have not agreed to a Substitute LIBOR Rate, (x) any requested LIBOR Loans of such Affected Lender shall be deemed to have been made as Base Rate Loans, (y) any Loans of such Affected Lender that were to have been converted to LIBOR Loans shall be automatically withdrawn continued Base Rate Loans, as the case may be, and (z) any outstanding LIBOR Loans of such Affected Lender shall be deemed a request for Alternate Base Rate Loans (in the case of Committed Loans) or Absolute Competitive Bid Loans (in the case of Competitive Bid Loans), (b) each Committed LIBOR Rate Loan will automaticallyconverted, on the last day of the then current Interest Period thereoftherefor, become an Alternate to Base Rate LoanLoans. Until such notice has been withdrawn by the Affected Lender, and (c) the obligations no further LIBOR Loans of the Lenders to make LIBOR such Affected Lender shall be made nor shall any Base Rate Loans shall of such Affected Lender be suspended (converted to the extent of the affected Interest Periods), and in the event of a determination described in the preceding sentence with respect LIBOR Loans pursuant 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 LendersSection 5.4.

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 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 or one or more Lenders advise the Administrative Agent that (b) the LIBOR Rate determined or to be determined for any requested such Interest Period does not will not, in the Administrative Agent’s reasonable opinion, adequately and fairly reflect the cost to such Lender or 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 or Competitive Bid Conversion Request with respect to LIBOR Rate Loans shall be automatically withdrawn and shall be deemed a request for Alternate Base Rate Loans (in the case of Committed Loans) or Absolute Competitive Bid Loans (in the case of Competitive Bid Loans), (bii) each Committed 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), 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 or the Required Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall so notify the Borrower and the Lenders.