Common use of Temporary Unavailability of LIBOR Clause in Contracts

Temporary Unavailability of LIBOR. If prior to the first day of any Interest Period, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market or the Eurodollar Rate being otherwise unavailable, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (c) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall promptly notify the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, until such notice has been withdrawn by the Administrative Agent, (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans.

Temporary Unavailability of LIBOR. If prior to the first day Notwithstanding any other provision of any Interest Periodthis Agreement, if (i) the Administrative Agent shall have determined reasonably determine (which determination shall be conclusive and binding upon the Borrowerabsent manifest error) in connection with any request for a Eurodollar Loan or a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market or the Eurodollar Rate being otherwise unavailablemarket, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount reasonable and Interest Period of such requested Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar LIBOR Rate for such Interest Period, or (cii) the Eurodollar Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate determined or to be determined for such Interest Period will does not adequately and fairly reflect the cost to such Lenders (of funding LIBOR Rate Loans that the Borrower has requested be outstanding as conclusively certified by such Lenders) of making or maintaining their affected Loans a LIBOR Tranche during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall promptly notify forthwith give telephone notice of such determination, confirmed in writing, to the Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, until such notice has been withdrawn by the Administrative Agent, at least two (x2) any Eurodollar Loans under the relevant Facility requested Business Days prior to be made on the first day of such Interest Period Period. Unless the Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify its request regarding such LIBOR Rate Loans, any Loans that were requested to be made as LIBOR Rate Loans shall be made as ABR Loans, (y) Alternate Base Rate Loans and any Loans under the relevant Facility that were requested to have been be converted on the first day of such Interest Period to Eurodollar into or continued as LIBOR Rate Loans shall remain as or be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR converted into Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made as, continued as, or continued as suchconverted into, nor shall LIBOR Rate Loans for the Borrower have the right to convert Loans under the relevant Facility to Eurodollar LoansInterest Periods so affected.