Common use of Temporary Unavailability of LIBOR Rate Clause in Contracts

Temporary Unavailability of LIBOR Rate. If prior to the commencement of any Interest Period for a LIBOR Borrowing: (i) 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 Rate or the LIBOR Rate, as applicable, for such Interest Period; or (ii) the Administrative Agent is advised by Required Lenders that the Adjusted LIBOR Rate or the LIBOR Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders (or the Swingline Lender, as the case may be) by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders (or the Swingline Lender, as the case may be) that the circumstances giving rise to such notice no longer exist, (x) any Committed Loan Notice that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a LIBOR Borrowing shall be ineffective, and (y) if any Request for Credit Extension requests a LIBOR Borrowing, such Borrowing shall be made as an ABR Borrowing (determined without reference to the component of the Alternate Base Rate that is based on the Adjusted LIBOR Rate).

Temporary Unavailability of LIBOR Rate. If prior to the commencement of any Interest Period for a LIBOR Borrowing or any request for a Daily LIBOR Rate Borrowing: (i) 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 Rate or the LIBOR Rate, as applicable, for such Interest PeriodPeriod or ascertaining the Daily LIBOR Rate for a Daily LIBOR Rate Borrowing, as the case may be; or (ii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBOR Rate or the LIBOR Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost of making or maintaining their Loans included in such Borrowing for such Interest PeriodPeriod or that the Daily LIBOR Rate will not adequately and fairly reflect the cost of making or maintaining of a Daily LIBOR Rate Borrowing; then the Administrative Agent shall give notice thereof to the Borrower Borrowers and the Lenders (or the Swingline Lender, as the case may be) by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Borrowers and the Lenders (or the Swingline Lender, as the case may be) that the circumstances giving rise to such notice no longer exist, (x) any Committed Loan Notice that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a LIBOR Borrowing shall be ineffective, and (y) if any Request for Credit Extension requests a LIBOR Borrowing or a Daily LIBOR Rate Borrowing, such Borrowing shall be made as an ABR Borrowing a Prime Rate Borrowing, and (determined without reference z) notwithstanding anything to the component of contrary contained herein, each Daily LIBOR Rate Loan shall bear interest at the Alternate Base Prime Rate that is based on plus the Adjusted LIBOR Rate)Applicable Margin.

Temporary Unavailability of LIBOR Rate. If prior to the commencement of any Interest Period for a LIBOR BorrowingLoan or prior to setting the daily interest rate for a Daily LIBOR Loan: (i) the Administrative Agent Lender determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the applicable Adjusted LIBOR Rate Rate, the Daily LIBOR Rate, or the LIBOR Rate, as applicable, Rate for such Interest PeriodRevolving Loan; or (ii) the Administrative Agent is advised by Required Lenders Lender determines (which determination shall be conclusive) that the Adjusted LIBOR Rate Rate, the Daily LIBOR Rate, or the LIBOR Rate, as applicable, for such Interest Period Rate will not adequately and fairly reflect the cost of making or maintaining their Loans included in such Borrowing for such Interest PeriodRevolving Loan; then the Administrative Agent Lender shall give notice thereof to the Borrower and the Lenders (or the Swingline Lender, as the case may be) by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent Lender notifies the Borrower and the Lenders (or the Swingline Lender, as the case may be) that the circumstances giving rise to such notice no longer exist, (x) any Committed Loan Notice that requests the conversion of any Borrowing Revolving Loan to, or continuation of any Borrowing Revolving Loan as, a LIBOR Borrowing Loan or a Daily LIBOR Loan shall be ineffective, and (y) if any Credit Request for Credit Extension requests a LIBOR BorrowingLoan or a Daily LIBOR Loan, such Borrowing Revolving Loan shall be made as an ABR Borrowing Loan, and (determined without reference z) all outstanding Daily LIBOR Loans shall be converted to the component an ABR Loan as of the Alternate Base Rate that is based on the Adjusted LIBOR Rate)date of such notice.

Temporary Unavailability of LIBOR Rate. If prior to the commencement of any Interest Period for a LIBOR Borrowing: (i) the Administrative Agent determines that for any reason in connection with any request for a LIBOR Rate Loan or a Conversion to or continuation thereof that (which determination shall be conclusive absent manifest errorA) that 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 or (B) adequate and reasonable means do not exist for ascertaining determining the Adjusted LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan (including, without limitation, because the LIBOR screen page is not available or published on a current basis or the administrator of the LIBOR Ratescreen page or a Governmental Authority has made a public statement identifying a specific date after which LIBOR shall no longer be made available, as applicable, or used for such Interest Period; or determining the interest rate of loans) or (ii) the Administrative Agent is advised by Required Lenders that the Adjusted LIBOR Rate or the LIBOR Rate, as applicable, for such any requested Interest Period with respect to a proposed LIBOR Rate Loan will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in funding such Borrowing for such Interest Period; then Loan, the Administrative Agent shall give notice thereof to will promptly so notify the Borrower and the Lenders (or the Swingline each Lender, as the case may be) by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders (or the Swingline Lender, as the case may be) that the circumstances giving rise to such notice no longer exist. Thereafter, (x) any Committed Loan Notice that requests the conversion obligation of any Borrowing to, the Lenders to make or continuation of any Borrowing as, a maintain LIBOR Borrowing Rate Loans shall be ineffectivesuspended, and (y) if any Request for Credit Extension requests in the event of a LIBOR Borrowing, such Borrowing shall be made as an ABR Borrowing (determined without reference 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 Base Rate that is based on shall be suspended, in each case until the Adjusted Agent (upon the instruction of the Required Lenders) revokes such notice (any such time period, the “LIBOR RateUnavailability Period”). Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, Conversion to or continuation of LIBOR Rate Loans or, failing that, will be deemed to have Converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.