Common use of Deposits Unavailable or Interest Rate Unascertainable or Inadequate; Impracticability Clause in Contracts

Deposits Unavailable or Interest Rate Unascertainable or Inadequate; Impracticability. If the Bank determines (which determination shall be conclusive and binding on the parties hereto) that: (a) deposits of the necessary amount for the relevant Loan Period for any LIBOR Rate Loan are not available to the Bank in the relevant market or that, by reason of circumstances affecting such market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Loan Period; (b) the LIBOR Rate will not adequately and fairly reflect the cost to the Bank of making or funding the LIBOR Rate Loans for its relevant Loan Period; or (c) the making or funding of any LIBOR Rate Loan has become impracticable as a result of any event occurring after the date of this Agreement which, in the opinion of the Bank, materially and adversely affects such Loan Unit or the Bank’s Commitment to make such Loan Unit or the relevant market; (1) any notice of a new LIBOR Rate Loan previously given by the Borrower and not yet borrowed or converted shall be deemed, as to the Bank, to be a notice to make a Prime Rate Loan and (2) the Borrower shall be obligated to either prepay in full any outstanding LIBOR Rate Loans without premium or penalty other than any amount required by Section 3.1(a) on the last day of the current Loan Period with respect thereto or convert any such LIBOR Rate Loan to a Prime Rate Loan or, in either case, on such earlier date as may be required by applicable law. Any prepayment of any LIBOR Rate Loan prior to the end of its Loan Period shall be accompanied by any payment required by Section 3.1(a).

Deposits Unavailable or Interest Rate Unascertainable or Inadequate; Impracticability. Section 4.10 of the Credit Agreement is hereby deleted in its entirety and replaced with the following: If the U.S. Bank reasonably determines (which determination shall be conclusive and binding on the parties hereto) that: (a) deposits Deposits of the necessary amount for the relevant Loan Period monthly term for any LIBOR Rate Loan are not available to the U.S. Bank in the relevant market markets or that, by reason of circumstances affecting such market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Loan PeriodLIBOR rate; (b) the The LIBOR Rate rate will not adequately and fairly reflect the cost to the U.S. Bank of making or funding the LIBOR Rate Loans Loan for its a relevant Loan Periodmonthly term; or (c) the The making or funding of any LIBOR Rate Loan Loans has become impracticable as a result of any event occurring after the date of this Agreement which, in the opinion of the U.S. Bank, materially and adversely affects such LIBOR Rate Loan Unit or the U.S. Bank’s Commitment 's commitment to make such LIBOR Rate Loan Unit or the relevant market; ; U.S. Bank shall promptly give notice of such determination to Borrower, and (1i) any notice of a new LIBOR Rate Loan previously given by the Borrower and not yet borrowed or converted shall be deemed, as to the Bank, deemed to be a notice to make a Prime Rate Loan Loan, and (2ii) the Borrower shall be obligated to either prepay in full any outstanding LIBOR Rate Loans without premium or penalty other than any amount required by Section 3.1(a) Loan, on the last day expiration date of the current LIBOR Rate Loan Period with respect thereto or convert any such LIBOR Rate Loan to a Prime Rate Loan or, in either case, on such earlier date as may be required by applicable law. Any prepayment of any LIBOR Rate Loan prior to the end of its Loan Period shall be accompanied by any payment required by Section 3.1(a)expiration date.