Common use of Inability to Determine LIBOR Rate Clause in Contracts

Inability to Determine LIBOR Rate. In the event that any Lender (each an "Affected Lender") shall have individually determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank LIBOR market, adequate and reasonable means do not exist for ascertaining the LIBOR Rate applicable for any Interest Period with respect to (a) proposed Loans that the Borrower has requested be made as LIBOR Loans, or (b) the continuation of LIBOR Loans beyond the expiration of the then current Interest Period therefor, the Affected Lender through the Agent shall give notice of such event to the Borrower. Within thirty (30) days following the date of such notice by the Agent (after consultation with each Affected Lender) and the Borrower shall enter into negotiations in good faith with a view to agreeing on an alternative basis acceptable to the Borrower and the Affected Lender for, determining the interest rate (the "Substitute LIBOR Rate") which shall be applicable during such Interest Period for the LIBOR Loans to which such Interest Period applies and which shall reflect the cost to the Affected Lender of funding such LIBOR Loans for such Interest Period from alternate sources plus the Applicable Margin for LIBOR Loans. If, at the expiration of thirty (30) days from the giving of such notice by the Agent, (i) the Agent, the Affected Lender and the Borrower have agreed to such Substitute LIBOR Rate, such Substitute LIBOR Rate shall take effect with respect to such Interest Period from the beginning of such Interest Period with respect to such affected Lender's Loans so affected, or (ii) Agent, the Affected Lender and Borrower have not agreed to a Substitute LIBOR Rate, (x) any requested LIBOR Loans of such Affected Lender shall be deemed to have been made as Base Rate Loans, (y) any Loans of such Affected Lender that were to have been converted to LIBOR Loans shall be continued Base Rate Loans, as the case may be, and (z) any outstanding LIBOR Loans of such Affected Lender shall be converted, on the last day of the then current Interest Period therefor, to Base Rate Loans. Until such notice has been withdrawn by the Affected Lender, no further LIBOR Loans of such Affected Lender shall be made nor shall any Base Rate Loans of such Affected Lender be converted to LIBOR Loans pursuant to Section 5.4.

Inability to Determine LIBOR Rate. In the event event, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Administrative Agent shall reasonably determine that any Lender (each an "Affected Lender"x) shall have individually determined 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, (which determination shall be conclusive and binding upon the Borrowery) that by reason of circumstances affecting the interbank LIBOR market, adequate and reasonable means methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period, or one or more Lenders advise the Administrative Agent that the LIBOR Rate for any requested Interest Period with respect does not adequately and fairly reflect the cost to (a) proposed Loans that the Borrower has requested be made as such Lender or Lenders of funding such LIBOR Loans, or (b) the continuation of LIBOR Loans beyond the expiration of the then current Interest Period thereforRate Loan, the Affected Lender through the Administrative Agent shall forthwith give notice of such event to determination (which shall be conclusive and binding on the Borrower. Within thirty (30) days following the date of such notice by the Agent (after consultation with each Affected Lender) and the Borrower shall enter into negotiations in good faith with a view to agreeing on an alternative basis acceptable to the Borrower and the Affected Lender for, determining the interest rate Lenders. In such event (the "Substitute LIBOR Rate"a) which shall be applicable during such Interest Period for the LIBOR Loans to which such Interest Period applies and which shall reflect the cost to the Affected Lender of funding such LIBOR Loans for such Interest Period from alternate sources plus the Applicable Margin for LIBOR Loans. If, at the expiration of thirty (30) days from the giving of such notice by the Agent, (i) the Agent, the Affected Lender and the Borrower have agreed to such Substitute LIBOR Rate, such Substitute LIBOR Rate shall take effect any Loan Request or Competitive Bid Request with respect to such Interest Period from the beginning of such Interest Period with respect to such affected Lender's LIBOR Rate Loans so affected, or (ii) Agent, the Affected Lender shall be automatically withdrawn and Borrower have not agreed to a Substitute LIBOR Rate, (x) any requested LIBOR Loans of such Affected Lender shall be deemed to have been made as a request for Alternate Base Rate Loans (in the case of Committed Loans) or Absolute Competitive Bid Loans (in the case of Competitive Bid Loans), (yb) any Loans of such Affected Lender that were to have been converted to each Committed LIBOR Loans shall be continued Base Rate Loans, as the case may be, and (z) any outstanding LIBOR Loans of such Affected Lender shall be convertedLoan will automatically, on the last day of the then current Interest Period thereforthereof, to become an Alternate Base Rate Loans. Until such notice has been withdrawn by Loan, and (c) the Affected Lender, no further obligations of the Lenders to make LIBOR Rate Loans of such Affected Lender shall be made nor shall any suspended (to the extent of the affected Interest Periods), and in the event of a 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 Alternate Base Rate Loans of shall be suspended, until the Administrative Agent reasonably determines that the circumstances giving rise to such Affected Lender be converted to LIBOR Loans pursuant to Section 5.4suspension no longer exist, whereupon the Administrative Agent shall so notify the Borrower and the Lenders.

Inability to Determine LIBOR Rate. In the event event, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders that any Lender (each an "Affected Lender"a) shall have individually determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank LIBOR market, adequate and reasonable means methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable for to any LIBOR Rate Loan during any Interest Period with respect to (a) proposed Loans that the Borrower has requested be made as LIBOR Loans, or (b) the continuation of LIBOR Loans beyond the expiration of the then current Rate determined or to be determined for such Interest Period thereforwill not, in the Administrative Agent’s reasonable opinion, adequately and fairly reflect the cost to the Lenders of making or maintaining their LIBOR Rate Loans during such period, the Affected Lender through the Administrative Agent shall forthwith give notice of such event to determination (which shall be conclusive and binding on the Borrower. Within thirty (30) days following the date of such notice by the Agent (after consultation with each Affected Lender) Borrower and the Borrower shall enter into negotiations in good faith with a view to agreeing on an alternative basis acceptable Lenders) to the Borrower and the Affected Lender for, determining the interest rate (the "Substitute LIBOR Rate") which shall be applicable during Lenders. In such Interest Period for the LIBOR Loans to which such Interest Period applies and which shall reflect the cost to the Affected Lender of funding such LIBOR Loans for such Interest Period from alternate sources plus the Applicable Margin for LIBOR Loans. If, at the expiration of thirty (30) days from the giving of such notice by the Agent, event (i) the Agent, the Affected Lender and the Borrower have agreed to such Substitute LIBOR Rate, such Substitute LIBOR Rate shall take effect any Loan Request or Conversion Request with respect to such Interest Period from the beginning of such Interest Period with respect to such affected Lender's LIBOR Rate Loans so affected, or (ii) Agent, the Affected Lender shall be automatically withdrawn and Borrower have not agreed to a Substitute LIBOR Rate, (x) any requested LIBOR Loans of such Affected Lender shall be deemed to have been made as a request for Base Rate Loans, (yii) any Loans of such Affected Lender that were to have been converted to each LIBOR Loans shall be continued Base Rate Loans, as the case may be, and (z) any outstanding LIBOR Loans of such Affected Lender shall be convertedLoan will automatically, on the last day of the then current Interest Period thereforrelating thereto, to become a Base Rate Loans. Until such notice has been withdrawn by Loan, and (iii) the Affected Lender, no further obligations of the Lenders to make LIBOR Rate Loans of such Affected Lender shall be made nor suspended until the Administrative Agent or the Required Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall any Base Rate Loans of such Affected Lender be converted to LIBOR Loans pursuant to Section 5.4so notify the Borrower and the Lenders.

Inability to Determine LIBOR Rate. In the event that any Lender (each an "“Affected Lender"”) shall have individually determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank LIBOR market, adequate and reasonable means do not exist for ascertaining the LIBOR Rate applicable for any Interest Period with respect to (a) proposed Loans that the Borrower has requested be made as LIBOR Loans, or (b) the continuation of LIBOR Loans beyond the expiration of the then current Interest Period therefor, the Affected Lender through the Agent shall give notice of such event to the Borrower. Within thirty (30) days following the date of such notice by the Agent (after consultation with each Affected Lender) and the Borrower shall enter into negotiations in good faith with a view to agreeing on an alternative basis acceptable to the Borrower and the Affected Lender for, determining the interest rate (the "“Substitute LIBOR Rate"”) which shall be applicable during such Interest Period for the LIBOR Loans to which such Interest Period applies and which shall reflect the cost to the Affected Lender of funding such LIBOR Loans for such Interest Period from alternate sources plus the Applicable Margin for LIBOR Loans. If, at the expiration of thirty (30) days from the giving of such notice by the Agent, (i) the Agent, the Affected Lender and the Borrower have agreed to such Substitute LIBOR Rate, such Substitute LIBOR Rate shall take effect with respect to such Interest Period from the beginning of such Interest Period with respect to such affected Lender's ’s Loans so affected, or (ii) Agent, the Affected Lender and Borrower have not agreed to a Substitute LIBOR Rate, (x) any requested LIBOR Loans of such Affected Lender shall be deemed to have been made as Base Rate Loans, (y) any Loans of such Affected Lender that were to have been converted to LIBOR Loans shall be continued Base Rate Loans, as the case may be, and (z) any outstanding LIBOR Loans of such Affected Lender shall be converted, on the last day of the then current Interest Period therefor, to Base Rate Loans. Until such notice has been withdrawn by the Affected Lender, no further LIBOR Loans of such Affected Lender shall be made nor shall any Base Rate Loans of such Affected Lender be converted to LIBOR Loans pursuant to Section 5.4.

Inability to Determine LIBOR Rate. In the event event, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Administrative Agent shall determine or be notified by the Required Lenders that any Lender (each an "Affected Lender"a) shall have individually determined (which determination shall be conclusive and binding upon the Borrower) that by reason of circumstances affecting the interbank LIBOR market, adequate and reasonable means methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable for to any LIBOR Rate Loan during any Interest Period with respect to (a) proposed Loans that the Borrower has requested be made as LIBOR Loans, or (b) the continuation of LIBOR Loans beyond the expiration of the then current Rate determined or to be determined for such Interest Period thereforwill not, in the Administrative Agent's reasonable opinion, adequately and fairly reflect the cost to the Lenders of making or maintaining their LIBOR Rate Loans during such period, the Affected Lender through the Administrative Agent shall forthwith give notice of such event to determination (which shall be conclusive and binding on the Borrower. Within thirty (30) days following the date of such notice by the Agent (after consultation with each Affected Lender) Borrower and the Borrower shall enter into negotiations in good faith with a view to agreeing on an alternative basis acceptable Lenders) to the Borrower and the Affected Lender for, determining the interest rate (the "Substitute LIBOR Rate") which shall be applicable during Lenders. In such Interest Period for the LIBOR Loans to which such Interest Period applies and which shall reflect the cost to the Affected Lender of funding such LIBOR Loans for such Interest Period from alternate sources plus the Applicable Margin for LIBOR Loans. If, at the expiration of thirty (30) days from the giving of such notice by the Agent, event (i) the Agent, the Affected Lender and the Borrower have agreed to such Substitute LIBOR Rate, such Substitute LIBOR Rate shall take effect any Loan Request or Conversion Request with respect to such Interest Period from the beginning of such Interest Period with respect to such affected Lender's LIBOR Rate Loans so affected, or (ii) Agent, the Affected Lender shall be automatically withdrawn and Borrower have not agreed to a Substitute LIBOR Rate, (x) any requested LIBOR Loans of such Affected Lender shall be deemed to have been made as a request for Base Rate Loans, (yii) any Loans of such Affected Lender that were to have been converted to each LIBOR Loans shall be continued Base Rate Loans, as the case may be, and (z) any outstanding LIBOR Loans of such Affected Lender shall be convertedLoan will automatically, on the last day of the then current Interest Period thereforrelating thereto, to become a Base Rate Loans. Until such notice has been withdrawn by Loan, and (iii) the Affected Lender, no further obligations of the Lenders to make LIBOR Rate Loans of such Affected Lender shall be made nor suspended until the Administrative Agent or the Required Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent or, as the case may be, the Administrative Agent upon the instruction of the Required Lenders, shall any Base Rate Loans of such Affected Lender be converted to LIBOR Loans pursuant to Section 5.4so notify the Borrower and the Lenders.