Common use of Making or Maintaining Eurocurrency Rate Loans Clause in Contracts

Making or Maintaining Eurocurrency Rate Loans. (a) Inability to Determine Applicable Interest Rate. (i) (I) If prior to the commencement of any Interest Period for a Eurocurrency Rate Loan: (ii) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBOR for such Interest Period; or (iii) the Administrative Agent is advised by the Requisite Lenders that the Adjusted LIBOR for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans included for such Interest Period (each of clause (a) and (b), a “Market Disruption Event”); then the Administrative Agent shall give notice thereof to the applicable Borrower and the applicable Lenders by telephone, facsimile transmission or PDF attachment to an e-mail as promptly as practicable thereafter and, until the Administrative Agent notifies such Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any Funding Notice that requests the conversion of any applicable Loan to, or continuation of any such Loan as, a Eurocurrency Rate Loan may be revoked by such Borrower or, failing revocation, shall be ineffective and such Eurocurrency Rate Loan shall be converted to (x) in the case of any Dollar-denominated Borrowing, a Base Rate Loan in Dollars or (y) in the case of a Euro-denominated Borrowing, a Borrowing in Euros bearing interest at an alternative rate to be determined by Administrative Agent in consultation with the Borrower and the Requisite Class Lenders, in each case on the last day of the Interest Period applicable thereto. During any period in which a Market Disruption Event is in effect, such Borrower may request that the Administrative Agent or the Requisite Lenders, as applicable, to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) such Borrower shall not be permitted to submit any such request more than once in any 30-day period and (B) nothing contained in this Section 2.15 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or Requisite Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.15. If the Administrative Agent or Requisite Lenders, as applicable, have not confirmed within 10 Business Days after request of such report from such Borrower that a Market Disruption Event has occurred, then such Market Disruption Event shall be deemed to be no longer existing.

Making or Maintaining Eurocurrency Rate Loans. (a) Inability Adjusted LIBOR may be adjusted by the Administrative Agent with respect to Determine Applicable Interest Rate. any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs (i) (I) If prior other than Taxes which shall be governed by Section 2.17), in each case, due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including any Interest Period for a Eurocurrency Rate Loan: (ii) Change in Law and changes in the reserve requirements imposed by the Board of Governors, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at Adjusted LIBOR. In any such event, the affected Lender shall give the Borrower Representative and the Administrative Agent determines notice of such a determination and adjustment and the Administrative Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, the Borrower Representative may, by notice to such affected Lender (A) require such Lender to furnish to the Borrower Representative a statement setting forth in reasonable detail the basis for adjusting such Adjusted LIBOR and the method for determining the amount of such adjustment, or (B) repay the Eurocurrency Rate Loans of such Lender with respect to which such adjustment is made (together with any amounts due as a result of Funding Losses). (b) Subject to the provisions set forth in Section 2.15(c), if prior to the first day of any Interest Period, the Administrative Agent shall have determined (which determination shall be conclusive absent manifest errorand binding upon the Borrowers) that that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Adjusted LIBOR for such Interest Period; or (iii) the Administrative Agent is advised by the Requisite Lenders that the Adjusted LIBOR for such Interest Period will not adequately and fairly reflect the cost with respect to such Lenders of making or maintaining such Loans included for such Interest Period (each of clause (a) and (b)any Eurocurrency Rate Loan, a “Market Disruption Event”); then the Administrative Agent shall give telecopy or telephonic notice thereof to the applicable Borrower and the applicable Lenders by telephone, facsimile transmission or PDF attachment to an e-mail as promptly as practicable thereafter and, until the Administrative Agent notifies such Borrower Representative and the Lenders that the circumstances giving rise to as soon as practicable thereafter. If such notice no longer existis given, any Funding Notice that requests the conversion of any applicable Loan to, or continuation of any such Loan as, a Eurocurrency Rate Loan may Loans requested to be revoked by made on the first day of such Borrower or, failing revocation, Interest Period shall be ineffective made as Base Rate Loans and any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurocurrency Rate Loan Loans shall be converted to (x) in the case of any Dollar-denominated Borrowing, a or continued as Base Rate Loan in Dollars or (y) in the case of a Euro-denominated Borrowing, a Borrowing in Euros bearing interest at an alternative rate to be determined Loans. Until such notice has been withdrawn by Administrative Agent in consultation with the Borrower and the Requisite Class Lenders, in each case on the last day of the Interest Period applicable thereto. During any period in which a Market Disruption Event is in effect, such Borrower may request that the Administrative Agent or the Requisite Lenders, as applicable, to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) such Borrower shall not be permitted to submit any such request more than once in any 30-day period and (B) nothing contained in this Section 2.15 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s , no further Eurocurrency Rate Loans shall be made or Requisite Lenders’ continued as such, nor shall any Borrower have the right to provide any additional notices of a Market Disruption Event as provided in this Section 2.15. If the Administrative Agent or Requisite Lenders, as applicable, have not confirmed within 10 Business Days after request of such report from such Borrower that a Market Disruption Event has occurred, then such Market Disruption Event shall be deemed convert Base Rate Loans to be no longer existingEurocurrency Rate Loans.