Unavailability of Eurodollar Funds. An Adjusted LIBO Rate will not be available for the Term Loan Facility if a particular Lender at any time determines or reasonably believes that (1) Eurodollar deposits equal to the amount of principal under the Term Loan Facility for the applicable Interest Period are unavailable, or (2) an Adjusted LIBO Rate will not adequately and fairly reflect the cost of maintaining balances under the Term Loan Facility, or (3) by reason of circumstances affecting Eurodollar markets, adequate and reasonable means do not then exist for ascertaining an Adjusted LIBO Rate. Such Lender will give Administrative Agent notice of any such determination and adjustment within a reasonable period of time thereafter. Upon receipt of such notice, Administrative Agent will provide a copy thereof to Borrowers, and (upon written request) such Lender will furnish to Administrative Agent and Borrowers a statement setting forth the basis for such determination or reasonable belief. A determination or belief by any Lender hereunder will be conclusive absent manifest error.
Unavailability of Eurodollar Funds. In the event that ---------------------------------- Borrower shall have requested the rate based on the Adjusted Libor Rate in accordance with Paragraph 2.6(b) and any Lender (or such Lender's bank Affiliate) shall have reasonably determined that Eurodollar deposits equal to the amount of the principal of the Portion and for the Interest Period specified are unavailable, or that the rate based on the Adjusted Libor Rate will not adequately and fairly reflect the cost of making or maintaining the principal amount of the Portion specified by Borrower during the Interest Period specified, or that by reason of circumstances affecting Eurodollar markets, adequate and reasonable means do not exist for ascertaining the rate based on the Adjusted Libor Rate applicable to the specified Interest Period, such Lender shall give notice to Agent and Agent shall promptly give notice of such determination to Borrower that the rate based on the Adjusted Libor Rate is not available. A good faith determination by such Lender (or such Lender's bank Affiliate) hereunder shall be prima facie evidence of the correctness of the fact and amount of such additional costs or unavailability. Upon such a determination, (i) the obligation to advance or maintain Portions at the rate based on the Adjusted Libor Rate shall be suspended until Agent shall have notified Borrower and Lenders that such conditions shall have ceased to exist, and (ii) the rate based on the Base Rate shall be applicable to all such Portions (provided, that Borrower shall not be required to compensate the affected Lender for funding costs or loss of earnings as a result of such change in interest rate).
Unavailability of Eurodollar Funds. In the event that Borrowers shall have requested the rate based on the Adjusted Libor Rate in accordance with Paragraph 2.6(b) hereof and any Bank shall have reasonably determined that Eurodollar deposits equal to the amount of the principal of the Portion and for the Interest Period specified are unavailable, or that the rate based on the Adjusted Libor Rate will not adequately and fairly reflect the cost of making or maintaining the principal amount of the Portion specified by the Borrowers during the Interest Period specified or that by reason of circumstances affecting Eurodollar markets, adequate and reasonable means do not exist for ascertaining the Adjusted Libor Rate applicable to the specified Interest Period, Agent shall promptly give notice of such determination to the Borrowers that the rate based on the Adjusted Libor Rate is not available. A determination by such Bank hereunder shall be prima facie evidence of the correctness of the fact and amount of such additional costs or unavailability. Upon such a determination, the Banks' obligation to advance or maintain Portions at the Adjusted Libor Rate shall be suspended until Agent shall have notified the Borrowers and Banks that such conditions shall have ceased to exist, and the Base Rate shall be applicable to all Portions.
Unavailability of Eurodollar Funds. In the event that ---------------------------------- Borrower shall have requested a quotation of the Adjusted Libor Rate in accordance with Section 2.5(c) hereof and Bank shall have reasonably determined that Eurodollar deposits equal to the amount of the principal of the Loan, or a Portion thereof, and for the Interest Period specified are unavailable or that the Adjusted Libor Rate will not adequately and fairly reflect the cost of making or maintaining the principal amount of the Loan specified by Borrower during the Interest Period specified or that by reason of circumstances affecting Eurodollar markets, adequate and reasonable means do not exist for ascertaining an Adjusted Libor Rate applicable to the specified Interest Period, Bank shall promptly give notice of such determination to Borrower that the Adjusted Libor Rate is not available. A determination by Bank hereunder shall be prima facie evidence of the correctness of the fact.
Unavailability of Eurodollar Funds. In the event that Borrowers shall have requested the rate based on the Adjusted Libor Rate in accordance with Paragraph 2.5(c) and Bank shall have reasonably determined that Eurodollar deposits equal to the amount of the principal of the Portion and for the Interest Period specified are unavailable, or that the rate based on the Adjusted Libor Rate will not adequately and fairly reflect the cost of making or maintaining the principal amount of the Portion specified by Borrowers during the Interest Period specified, or that by reason of circumstances affecting Eurodollar markets,
Unavailability of Eurodollar Funds. An Adjusted LIBO Rate will not be available for the Facility if the Administrative Agent at any time determines or reasonably believes that
Unavailability of Eurodollar Funds. An Adjusted LIBO Rate will not be available for the Line of Credit Facility if Lender at any time determines or reasonably believes that (1) Eurodollar deposits equal to the amount of principal under the Line of Credit Facility for the applicable Interest Period are unavailable, or (2) an Adjusted LIBO Rate will not adequately and fairly reflect the cost of maintaining balances under the Line of Credit Facility, or (3) by reason of circumstances affecting Eurodollar markets, adequate and reasonable means do not then exist for ascertaining an Adjusted LIBO Rate. Lender will give Borrower notice of any such event within a reasonable time thereafter, and (upon written request) Lender will furnish a statement setting forth the basis for such determination or reasonable belief. A determination or belief by Lender hereunder will be conclusive absent manifest error.
Unavailability of Eurodollar Funds. In the event that the Company ---------------------------------- shall have requested a Eurodollar Loan in accordance with Section 1.8 hereof and any Bank shall have reasonably determined that Eurodollar deposits equal to the principal amount of such Eurodollar Loan and for the Interest Period specified are unavailable or that the LIBO Rate will not adequately and fairly reflect the cost of making or maintaining the principal amount of such Eurodollar Loan during the Interest Period specified or that by reason of circumstances affecting Eurodollar markets, adequate and reasonable means do not enlist for ascertaining the LIBO Rate applicable to the specified Interest Period, Agent on behalf of such Bank shall promptly give notice of such determination to the Company that the LIBO Rate is not available. A determination by Agent hereunder made in good faith shall be prima facie evidence of the correctness of such fact. Upon such a determination, (i) the obligation to advance or maintain Eurodollar Loans shall be suspended until Agent shall have notified the Company and Banks that such conditions shall have ceased to exist, and (ii) the Company shall elect the Prime Rate to be applicable to such Loan in accordance with Section 1.8 hereof.
Unavailability of Eurodollar Funds. An Adjusted LIBO Rate will not be available for Portions under the Line of Credit Facility if (i) Administrative Agent at any time prior to the commencement of the relevant Interest Period determines or reasonably believes that (A) Eurodollar deposits equal to the principal amount of such Portion for the applicable Interest Period are unavailable, or (B) by reason of circumstances affecting Eurodollar markets, adequate and reasonable means do not then exist for ascertaining an Adjusted LIBO Rate or (ii) any Lenders having Pro Rata Shares of at least 40% at any time prior to the commencement of the relevant Interest Period determine or reasonably believe that an Adjusted LIBO Rate will not adequately and fairly reflect the cost of maintaining balances under the Line of Credit Facility. Such Lenders will give Administrative Agent notice of any such event within a reasonable time thereafter and, upon receipt of any such notice, Administrative Agent will provide a copy thereof to Borrower. Administrative Agent or such Lenders, as applicable, will furnish a statement to Administrative Agent and Borrower setting forth the basis for such determination or reasonable belief. A determination or belief by Administrative Agent or such Lenders, as applicable, will be conclusive absent manifest error.
Unavailability of Eurodollar Funds. An Adjusted LIBOR Rate will not be available hereunder if the Lender at any time determines that (1) the LIBOR Rate has been discontinued or is unavailable, or (2) an Adjusted LIBOR Rate will not adequately and fairly reflect the cost of maintaining balances under the Loans, or (3) by reason of circumstances affecting Eurodollar markets, adequate and reasonable means do not then exist for ascertaining an Adjusted LIBOR Rate, or (4) an Adjusted LIBOR Rate is no longer used as an industry-accepted reference rate for loans similar in type to the Loan. Upon the Lender making the foregoing determination, Lender will provide a copy thereof to Borrower and Lender will furnish to Borrower a statement setting forth the basis for such determination. A determination by Lender hereunder will be conclusive absent manifest error.
