Circumstances Affecting LIBOR Rate Availability. Unless and until a Replacement Rate is implemented in accordance with clause (c) below, in connection with any request for a LIBOR Rate Loan or a conversion to or continuation thereof or otherwise, if for any reason # the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Loan, # the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the LIBOR Rate for such Interest Period with respect to a proposed LIBOR Rate Loan or # the Required shall determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such of making or maintaining such Loans during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of to make LIBOR Rate Loans and the right of the Borrower to convert any Loan to or continue any Loan as a LIBOR Rate Loan shall be suspended, and the Borrower shall either # repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan together with accrued interest thereon (subject to Section 5.1(d)), on the last day of the then current Interest Period applicable to such LIBOR Rate Loan; or # convert the then outstanding principal amount of each such LIBOR Rate Loan to a Base Rate Loan as of the last day of such Interest Period.
Circumstances Affecting LIBOR Rate Availability. Unless and until a Replacement Rate is implemented. Subject to the provisions set forth in accordance with clause (c) below, in connection with any request for a LIBOR Rate Loan or a conversion to or continuation thereof or otherwise,[Section 3.09], if the Required determine that for any reason #adequate and reasonable means do not exist for determining LIBOR for any requested Interest Period with respect to a proposed LIBOR Loan, or that LIBOR for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error)cost to such of funding such Loan, or that Dollar deposits are not being offered to banks in the London interbank Eurodollareurodollar market for the applicable amount and the Interest Period of such LIBOR Loan, # the Administrative Agent shall determine (which determination shall be conclusivewill promptly so notify the Lead Borrower and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the LIBOR Rate for such Interest Period with respect to a proposed LIBOR Rate Loan or # the Required shall determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such of making or maintaining such Loans during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower.each Lender. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of the to make or maintain LIBOR Loans shall be suspended until the Administrative Agent (upon the instruction of the Required ) revokes such notice. Upon receipt of such notice, the Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of LIBOR Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans andin the right of the Borrower to convert any Loan to or continue any Loan as a LIBOR Rate Loan shall be suspended, and the Borrower shall either # repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan together with accrued interest thereon (subject to Section 5.1(d)), on the last day of the then current Interest Period applicable to such LIBOR Rate Loan; or # convert the then outstanding principal amount of each such LIBOR Rate Loan to a Base Rate Loan as of the last day of such Interest Period.specified therein.
Circumstances AffectingIf, at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, no LIBOR Successor Rate Availability. Unless and until a Replacement Rate is implementedhas been determined in accordance with clause[clauses (c) below,or (d) of this Section 3.03] and the circumstances under clauses (c)(i) or (c)(iii) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, # the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, (to the extent of the affected Eurodollar Rate Loans, Interest Periods, interest payment dates or payment periods), and # the Eurodollar Rate component shall no longer be utilized in connectiondetermining the Base Rate, until the LIBOR Successor Rate has been determined in accordance with clauses (c) or (d). Upon receipt of such notice, the Borrower may revoke any pending request for a LIBOR Rate Loan or aBorrowing of, conversion to or continuation thereofof Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans, Interest Periods, interest payment dates or otherwise, ifpayment periods) or, failing that, will be deemed to have converted such request into a request for any reason #a Borrowing of Base Rate Loans (subject to the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks[foregoing clause (y)]) in the London interbank Eurodollar market for the applicable amount and Interest Period of such Loan, # the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the LIBOR Rate for such Interest Period with respect to a proposed LIBOR Rate Loan or # the Required shall determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such of making or maintaining such Loans during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of to make LIBOR Rate Loans and the right of the Borrower to convert any Loan to or continue any Loan as a LIBOR Rate Loan shall be suspended, and the Borrower shall either # repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan together with accrued interest thereon (subject to Section 5.1(d)), on the last day of the then current Interest Period applicable to such LIBOR Rate Loan; or # convert the then outstanding principal amount of each such LIBOR Rate Loan to a Base Rate Loan as of the last day of such Interest Period.specified therein.
Circumstances Affecting LIBOR Rate Availability. Unless and until a Replacement Rate is implemented in accordance with clause (c) below,3.6Inability to Determine Rates. If Required Lenders notify Agent in connection with anya request for a LIBOR Rate LoanBorrowing of, or a conversion to or continuation thereof or otherwise, if for any reasonof, a LIBOR Loan, that they have reasonably determined that # the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollareurodollar market for the applicable amount and Interest Period of such Loan, # the Administrative Agent shall determine (which determination shall be conclusiveadequate and binding absent manifest error) that reasonable and adequate means do not exist for determining LIBOR for the ascertainingrequested Interest Period, or # LIBOR for the LIBOR Rate for suchrequested Interest Period with respect to a proposed LIBOR Rate Loan or # the Required shall determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of making or maintainingfunding such Loans during such Interest Period,Loan, then the Administrative Agent shallwill promptly give notice thereof to the Borrower.so notify Borrower Agent and each Lender. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of Lenders to make or continue LIBOR Rate Loans and the rightshall be suspended until Agent (upon instruction by Required Lenders) revokes such notice (such period, a “LIBOR Unavailability Period”). Upon receipt of thesuch notice, Borrower to convertAgent may revoke any Loanpending request for a Borrowing of, conversion to or continue any Loan ascontinuation of a LIBOR Rate Loan shallor, failing that, will be suspended, and the Borrower shall either # repay in full (or causedeemed to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan together with accrued interest thereon (subject to Section 5.1(d)), on the last day of the then current Interest Period applicable to such LIBOR Rate Loan; or # convert the then outstanding principal amount of each such LIBOR Rate Loan tohave submitted a request for a Base Rate Loan as of(as to which the last day of such Interest Period.interest rate is not determined with reference to LIBOR).
Circumstances AffectingIf no LIBOR Successor Rate Availability. Unlesshas been determined and until a Replacementthe circumstances under [clause (i) above] exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrowers and each Lender. Thereafter, # the obligation of the Lenders to make or maintain Euro-Dollar Loans shall be suspended, (to the extent of the affected Euro-Dollar Loans or Interest Periods), and # the Euro-Dollar Rate is implementedcomponent shall no longer be utilized in accordance with clause (c) below, in connection withdetermining the Base Rate. Upon receipt of such notice, the Borrowers may revoke any pending request for a LIBOR Rate Loan or aBorrowing of, conversion to or continuation thereofof Euro-Dollar Rate Loans (to the extent of the affected Euro-Dollar Loans or otherwise, ifInterest Periods) or, failing that, will be deemed to have converted such request into a request for any reason #a Borrowing of Base Rate Loans (subject to the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks[foregoing clause (y)]) in the London interbank Eurodollar market for the applicable amount and Interest Period of such Loan, # the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the LIBOR Rate for such Interest Period with respect to a proposed LIBOR Rate Loan or # the Required shall determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such of making or maintaining such Loans during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of to make LIBOR Rate Loans and the right of the Borrower to convert any Loan to or continue any Loan as a LIBOR Rate Loan shall be suspended, and the Borrower shall either # repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan together with accrued interest thereon (subject to Section 5.1(d)), on the last day of the then current Interest Period applicable to such LIBOR Rate Loan; or # convert the then outstanding principal amount of each such LIBOR Rate Loan to a Base Rate Loan as of the last day of such Interest Period.specified therein.
Circumstances AffectingIf no LIBOR Successor Rate Availability. Unlesshas been determined and until a Replacementthe circumstances under [clause (i) above] exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, # the obligation of the Lenders to make or maintain Eurodollar Rate is implementedLoans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and # the Eurodollar Rate component shall no longer be utilized in accordance with clause (c) below, in connection withdetermining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a LIBOR Rate Loan or aBorrowing of, conversion to or continuation thereofof Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or otherwise, ifInterest Periods) or, failing that, will be deemed to have converted such request into a request for any reason #a Borrowing of Base Rate Loans (subject to the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks[foregoing clause (y)]) in the London interbank Eurodollar market for the applicable amount and Interest Period of such Loan, # the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the LIBOR Rate for such Interest Period with respect to a proposed LIBOR Rate Loan or # the Required shall determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such of making or maintaining such Loans during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of to make LIBOR Rate Loans and the right of the Borrower to convert any Loan to or continue any Loan as a LIBOR Rate Loan shall be suspended, and the Borrower shall either # repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan together with accrued interest thereon (subject to Section 5.1(d)), on the last day of the then current Interest Period applicable to such LIBOR Rate Loan; or # convert the then outstanding principal amount of each such LIBOR Rate Loan to a Base Rate Loan as of the last day of such Interest Period.specified therein.
Circumstances Affecting LIBOR Rate Availability. Unless and until a Replacement Rate is implemented in accordance with clause (c) below, in connection with any request for a LIBOR Rate Loan or a conversion to or continuation thereof or otherwise, if for any reasonIf # the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error)determines that # Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Eurodollar Loan, or # the Administrative Agent shall determine (which determination shall be conclusiveadequate and binding absent manifest error) that reasonable and adequate means do not exist for determining the ascertaining the LIBOREurodollar Rate for suchany requested Interest Period with respect to a proposed Eurodollar Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (i) (A) above, “Impacted Loans”), # the Administrative Agent determines for any reason that # Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount of a LIBOR Loan or # adequate and reasonable means do not exist for determining the LIBOR Daily Floating Rate with respect to a LIBOR Loan or # the Administrative Agent or the Required shallLenders determine (which determination shall be conclusive and binding absent manifest error) that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or the LIBOR Daily Floating Rate with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of makingfunding such Eurodollar Loan or maintaining such Loans during such Interest Period, thenLIBOR Loan, as applicable, the Administrative Agent will promptly so notify the Borrowers and each [[Organization A:Organization]]. Thereafter, # the obligation of the Lenders to make or maintain Eurodollar Loans shall promptly give notice thereofbe suspended (to the extent of the affected Eurodollar Loans or Interest Periods), # the obligation of the Lenders to make or maintain LIBOR Loans and Competitive Bid Loans shall be suspended and # in the event of a determination described in the preceding sentence with respect to the Borrower. Thereafter,Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent notifiesupon the Borrower thatinstruction of the Required Lenders revokes such circumstances no longer exist,notice. Upon receipt of such notice, the obligationBorrowers may revoke any pending request for a borrowing of, conversion to or continuation of to make LIBOREurodollar Loans (to the extent of the affected Eurodollar Rate Loans and the rightor Interest Periods), borrowing of, or conversion to, LIBOR Loans, or borrowing of the BorrowerCompetitive Bid Loans, or, failing that, will be deemed to convert any Loan to or continue any Loan ashave converted such request into a LIBORrequest for a borrowing of Base Rate Loan shall be suspended, and the Borrower shall either # repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan together with accrued interest thereonLoans (subject to Section 5.1(d)[clause (z) above]), on in the last day of the then current Interest Period applicable to such LIBOR Rate Loan; or # convert the then outstanding principal amount of each such LIBOR Rate Loan to a Base Rate Loan as of the last day of such Interest Period.specified therein.
Circumstances AffectingIf no LIBOR Successor Rate Availability. Unlesshas been determined and until a Replacementthe circumstances under [clause (a) above] exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, # the obligation of the Lenders to make or maintain Eurodollar Rate is implementedLoans or LIBOR Daily Floating Rate Loans shall be suspended, (to the extent of the affected Eurodollar Rate Loans, Interest Periods or LIBOR Daily Floating Rate Loans), and # the Eurodollar Rate component shall no longer be utilized in accordance with clause (c) below, in connection withdetermining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a LIBOR Rate Loan or aBorrowing of, conversion to or continuation thereofof Eurodollar Rate Loans or otherwise, ifLIBOR Daily Floating Rate Loans (to the extent of the affected Eurodollar Rate Loans, Interest Periods or LIBOR Daily Floating Rate Loans) or, failing that, will be deemed to have converted such request into a request for any reason #a Committed Borrowing of Base Rate Loans (subject to the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks[foregoing clause (ii)]) in the London interbank Eurodollar market for the applicable amount and Interest Period of such Loan, # the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the LIBOR Rate for such Interest Period with respect to a proposed LIBOR Rate Loan or # the Required shall determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such of making or maintaining such Loans during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of to make LIBOR Rate Loans and the right of the Borrower to convert any Loan to or continue any Loan as a LIBOR Rate Loan shall be suspended, and the Borrower shall either # repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan together with accrued interest thereon (subject to Section 5.1(d)), on the last day of the then current Interest Period applicable to such LIBOR Rate Loan; or # convert the then outstanding principal amount of each such LIBOR Rate Loan to a Base Rate Loan as of the last day of such Interest Period.specified therein.
Circumstances AffectingIf, at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, no LIBOR Successor Rate Availability. Unless and until a Replacement Rate is implementedhas been determined in accordance with clause (c) below,[clauses (b) or (d) of this Section 3.05]5] and the circumstances under clauses (b)(i) or (b)(iii) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Company and each Bank. Thereafter, # the obligation of the Banks to make or maintain Eurodollar Rate Loans shall be suspended, (to the extent of the affected Eurodollar Rate Loans, Interest Periods, interest payment dates or payment periods), and # the Eurodollar Rate component shall no longer be utilized in connectiondetermining the Base Rate, until the LIBOR Successor Rate has been determined in accordance with [clauses (b) or (d)])]. Upon receipt of such notice, the Company may revoke any pending request for a LIBOR Rate Loan or aBorrowing of, conversion to or continuation thereofof Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans, Interest Periods, interest payment dates or otherwise, ifpayment periods) or, failing that, will be deemed to have converted such request into a request for any reason #a Committed Borrowing of Base Rate Loans (subject to the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks[foregoing clause (y)]) in the London interbank Eurodollar market for the applicable amount and Interest Period of such Loan, # the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the LIBOR Rate for such Interest Period with respect to a proposed LIBOR Rate Loan or # the Required shall determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such of making or maintaining such Loans during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of to make LIBOR Rate Loans and the right of the Borrower to convert any Loan to or continue any Loan as a LIBOR Rate Loan shall be suspended, and the Borrower shall either # repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan together with accrued interest thereon (subject to Section 5.1(d)), on the last day of the then current Interest Period applicable to such LIBOR Rate Loan; or # convert the then outstanding principal amount of each such LIBOR Rate Loan to a Base Rate Loan as of the last day of such Interest Period.specified therein.
CircumstancesLaws Affecting LIBOR Rate Availability. Unless and until a Replacement Rate is implementedIf, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in accordancethe interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with clause (c) below, in connectionthe interpretation or administration thereof, or compliance by any of (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for aany of (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan or a conversionLoan, such Lender shall promptly give notice thereof to or continuation thereof or otherwise, if for any reason # the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Loan, # the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the LIBOR Rate for such Interest Period with respect to a proposed LIBOR Rate Loan or # the Required shall determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such of making or maintaining such Loans during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower.Borrower and the other . Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, # the obligationobligations of to make LIBOR Rate LoansLoans, and the right of the Borrower to convert any Loan to a LIBOR Rate Loan or continue any Loan as a LIBOR Rate Loan shall be suspended,suspended and thereafter the Borrower shall eithermay select only Base Rate Loans and # repay in full (or causeif any of may not lawfully continue to be repaid in full) the then outstanding principal amount of each suchmaintain a LIBOR Rate Loan together with accrued interest thereon (subject to Section 5.1(d)), on the last dayend of the then current Interest Period applicable to such LIBOR Rate Loan; or # convert the then outstanding principal amount of each such LIBOR Rate Loan to a Base Rate Loan as of the last day of such Interest Period.thereto,
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