Common use of Inability to Determine LIBOR Rate Clause in Contracts

Inability to Determine LIBOR Rate. In the event that, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent shall determine in the exercise of its good faith business judgment that adequate and reasonable methods do not exist for ascertaining the LIBOR Rate for such Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Banks) to the Borrower and the Banks. In such event (a) any Loan Request with respect to LIBOR Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, and (b) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period thereof, become a Base Rate Loan, and the obligations of the Banks to make LIBOR Rate Loans shall be suspended until the Agent determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall so notify the Borrower and the Banks. In the event that the ability of the Borrower to obtain LIBOR Rate Loans is suspended pursuant to this ss.4.6, such suspension continues for more than thirty (30) consecutive days, and Borrower and the Banks are unable to agree upon an acceptable substitute reference rate within such 30-day period, then so long as such suspension is continuing Borrower may elect within sixty (60) days following the expiration of such initial 30-day period to prepay the Loans in full without the payment of any prepayment fee payable pursuant to ss.3.5.

Inability to Determine LIBOR Rate. In the event thatevent, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent shall determine in or be notified by the exercise of its good faith business judgment Required Lenders that (a) 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 (b) the LIBOR Rate determined or to be determined for such Interest PeriodPeriod will not adequately and fairly reflect the cost to the Lenders of making or maintaining their LIBOR Rate Loans during such period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the BanksLenders) to the Borrower and the BanksLenders. 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 for, a Base Rate LoansLoan, and (bii) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period thereofrelating thereto, become a Base Rate Loan, and (iii) the obligations of the Banks Lenders to make LIBOR Rate Loans shall be suspended suspended, in each case, until the Agent determines in good faith that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall promptly so notify the Borrower and the Banks. In the event that the ability of the Borrower to obtain LIBOR Rate Loans is suspended pursuant to this ss.4.6, such suspension continues for more than thirty (30) consecutive days, and Borrower and the Banks are unable to agree upon an acceptable substitute reference rate within such 30-day period, then so long as such suspension is continuing Borrower may elect within sixty (60) days following the expiration of such initial 30-day period to prepay the Loans in full without the payment of any prepayment fee payable pursuant to ss.3.5Lenders.

Inability to Determine LIBOR Rate. In the event thatevent, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Operations Agent shall determine in or be notified by the exercise of its good faith business judgment Required Banks that (a) 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 (b) the LIBOR Rate determined or to be determined for such Interest PeriodPeriod will not adequately and fairly reflect the cost to the Banks of making or maintaining their LIBOR Rate Loans during such period, the Operations Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Banks) to the Borrower and the Banks. In such event (ai) any Loan Notice of Borrowing or Conversion Request with respect to LIBOR Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Overnight Rate Loans, and (bii) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period thereofrelating thereto, become a Base an Overnight Rate Loan, and (iii) the obligations of the Banks to make LIBOR Rate Loans shall be suspended until the Operations Agent determines or the Required Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Operations Agent or, as the case may be, the Operations Agent upon the instruction of the Required Banks, shall so notify the Borrower and the Banks. In the event that the ability of the Borrower to obtain LIBOR Rate Loans is suspended pursuant to this ss.4.6, such suspension continues for more than thirty (30) consecutive days, and Borrower and the Banks are unable to agree upon an acceptable substitute reference rate within such 30-day period, then so long as such suspension is continuing Borrower may elect within sixty (60) days following the expiration of such initial 30-day period to prepay the Loans in full without the payment of any prepayment fee payable pursuant to ss.3.5.

Inability to Determine LIBOR Rate. In the event thatevent, prior to the --------------------------------- commencement of any Interest Period relating to any LIBOR Rate Loan, the Administrative Agent shall determine in the exercise of its good faith business judgment that (a) 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 (b) the LIBOR Rate determined or to be determined for such Interest PeriodPeriod will not adequately and fairly reflect the cost to the Lenders and/or Liquidity Providers of making or maintaining their LIBOR Rate Loans during such period, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the BanksLenders) to the Borrower and the BanksLenders. In such event (a) any Loan Conversion Request with respect to LIBOR Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, and (b) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period thereofrelating thereto, become a Base Rate Loan, and (c) the obligations of the Banks Lenders to make LIBOR Rate Loans shall be suspended until the Administrative Agent determines that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent shall so notify the Borrower and the Banks. In the event that the ability of the Borrower to obtain LIBOR Rate Loans is suspended pursuant to this ss.4.6, such suspension continues for more than thirty (30) consecutive days, and Borrower and the Banks are unable to agree upon an acceptable substitute reference rate within such 30-day period, then so long as such suspension is continuing Borrower may elect within sixty (60) days following the expiration of such initial 30-day period to prepay the Loans in full without the payment of any prepayment fee payable pursuant to ss.3.5Lenders.

Inability to Determine LIBOR Rate. In the event that, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent shall determine in the exercise of its good faith business judgment that adequate and reasonable methods do not exist for ascertaining the LIBOR Rate rate that would otherwise determine the rate of interest to be applicable during any Interest Period for such Interest Periodany LIBOR Loan, the Agent shall forthwith give notice by telecopier of such determination (which shall be conclusive and binding on the Borrower and the BanksBorrower) to the Borrower and at least one (1) Business Day before the Banksfirst day of such Interest Period. In such event event, (a) any Loan Request for a LIBOR Loan or Continuation or Conversion Request with respect to LIBOR Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loanswithdrawn, and (b) each LIBOR Rate Loan will automatically, on as of the last day of the then current Interest Period thereof, become be converted to a Base Rate Loan, Loan and (c) the obligations of the Banks to make additional LIBOR Rate Loans shall be suspended until the Agent determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall so notify the Borrower and the Banks. In The Borrower agrees promptly to pay the event that Agent for the ability account of each Bank, upon demand by the Borrower Agent, any additional amounts necessary to obtain LIBOR Rate Loans is suspended pursuant to this ss.4.6, such suspension continues for more than thirty (30) consecutive days, and Borrower and compensate the Banks are unable for any costs incurred by the Banks in making any conversion in accordance with this Section 3.6, including any interest or fees payable by the Banks to agree upon an acceptable substitute reference rate within such 30-day period, then so long as such suspension is continuing Borrower may elect within sixty lenders of funds obtained by them in order to make or maintain their LIBOR Loans (60) days following the expiration Agent's written notice of such initial 30-day period costs, as certified to prepay the Loans in full without the payment of any prepayment fee payable pursuant Borrower, to ss.3.5be conclusive absent manifest error).