Common use of Unavailability of LIBOR Clause in Contracts

Unavailability of LIBOR. If on any date on which Borrower seeks to establish a LIBOR Rate as the Applicable Interest Rate pursuant to Section 2.3 hereof or on which a LIBOR Rate would otherwise apply pursuant to Section 2.3(d) hereof, Agent determines (which determination shall be conclusive and binding upon Borrower) that (i) Dollar deposits in an amount approximately equal to the then outstanding principal balance of the Loan Portion bearing interest at a LIBOR Rate are not generally available at such time in the London interbank Eurodollar market for deposits in Eurodollars, (ii) reasonable means do not exist for ascertaining LIBOR, or (iii) the Applicable Interest Rate would be in excess of the maximum interest rate which Borrower may by law pay, Agent shall promptly give notice (the “Non-Availability Notice”) of such fact to Borrower and the option to convert to or to continue the Applicable Interest Rate on such Loan Portion as a LIBOR Rate shall be suspended until such time as such condition no longer exists. In the event that the option to elect, to convert to or to continue an Applicable Interest Rate as a LIBOR Rate shall be suspended as provided in this Section 2.11(a), effective upon the giving of the Non-Availability Notice, and if applicable, effective as of the first date that a LIBOR Rate Period would otherwise be in effect pursuant to Section 2.3(d) hereof, interest on the Loan Portion for which a LIBOR Rate was to be determined shall be payable at the Base Rate, from and including the date of the giving of the Non-Availability Notice (or the date that such LIBOR Rate Period would otherwise be in effect pursuant to Section 2.3(d) hereof, if applicable) until the Maturity Date or until any earlier date on which a LIBOR Rate shall become effective for such Loan Portion pursuant to Section 2.3 hereof following the giving of notice by Agent to Borrower that the conditions referred to in this Section 2.9(a) no longer exist.

Unavailability of LIBOR. If on any date on which Borrower seeks to establish a LIBOR Rate as the Applicable Interest Rate pursuant to Section 2.3 hereof 2.3, or on which a LIBOR Rate would otherwise apply pursuant to if Section 2.3(d) hereofapplies, Agent reasonably and in good faith determines (which determination shall be conclusive and binding upon Borrower) that (i) Dollar deposits in an amount approximately equal to the then outstanding principal balance amount of the Loan Portion bearing interest at a LIBOR Rate are not generally available at such time in the London interbank Eurodollar market for deposits in Eurodollars, Eurodollars or (ii) reasonable means do not exist for ascertaining LIBOR, or (iii) the Applicable Interest Rate would be in excess of the maximum interest rate which Borrower may by law pay, Agent shall promptly give notice (the “Non-Availability Notice”) of such fact to Borrower and the option to convert to or to continue the Applicable Interest Rate on such Loan Portion as a LIBOR Rate shall be suspended until such time as such condition no longer exists. In the event that the option to elect, to convert to or to continue an Applicable Interest Rate as a LIBOR Rate shall be suspended as provided in this Section 2.11(a), effective upon the giving of the Non-Availability Notice, and if applicable, effective as of the first date that a the one (1) month LIBOR Rate Period would otherwise be in effect pursuant to Section 2.3(d) hereof), interest on the Loan Portion for which a LIBOR Rate was to be determined shall be payable at the Base Rate, from and including the date of the giving of the Non-Availability Notice (or the date that such the one (1) month LIBOR Rate Period would otherwise be in effect pursuant to Section 2.3(d) hereof), if applicable) until the earlier to occur of: the Maturity Date or until any earlier and the date on which a LIBOR Rate shall become effective for such Loan Portion pursuant to Section 2.3 hereof following the giving of notice by Agent to Borrower that the conditions referred to in this Section 2.9(a2.11(a) no longer exist.

Unavailability of LIBOR. If on (a) Notwithstanding anything to the contrary in this Loan Agreement, (i) if at any date on which Borrower seeks time, any applicable Change in Law makes it unlawful for Lender to establish a LIBOR Rate as make or maintain the indebtedness evidenced by the Loan in eurodollars or (ii) if at the time of or prior to any determination of the Applicable Interest Rate pursuant to Section 2.3 hereof or on which a LIBOR Rate would otherwise apply pursuant to Section 2.3(d) hereofRate, Agent Lender determines (which determination shall be conclusive and binding upon Borrowerin the absence of manifest error) that by reason of circumstances affecting the London interbank market generally, (iA) Dollar deposits in an amount approximately equal to United States Dollars in the then outstanding principal balance relevant amounts and of the Loan Portion bearing interest at a LIBOR Rate relevant maturity are not generally available at such time unavailable to Lender in the London interbank Eurodollar market for deposits in Eurodollarsmarket, (ii) reasonable means do not exist for ascertaining LIBOR, or (iiiB) the Applicable Interest Rate would be does not adequately or fairly reflect the cost to Lender of making or maintaining the Loan due to changes in excess administrative costs, fees, tariffs or taxes or other matters outside of the maximum interest rate which Borrower may by law pay, Agent shall promptly give notice Lender’s reasonable control or (the “Non-Availability Notice”C) of such fact to Borrower adequate and the option to convert to fair means do not or to continue will not exist for determining the Applicable Interest Rate on such Rate, then Lender shall promptly notify Borrowers, and the Loan Portion as a LIBOR Rate shall be suspended bear interest, and continue to bear interest until such time as such condition Lender determines that the applicable circumstance described in the foregoing clauses (A), (B) or (C) no longer exists. In pertains, at a fluctuating rate per annum based on a substitute index selected by Lender plus a suitable margin to approximate, in Lender’s judgment, the event return that Lender would have received if the option circumstance had not occurred. (b) Notwithstanding anything to elect, to convert to or to continue an Applicable Interest Rate as a LIBOR Rate shall be suspended as provided the contrary in this Section 2.11(a)Loan Agreement, effective upon if: (i) the giving of the Non-Availability Notice, and if applicable, effective as of the first date that a LIBOR Rate Period would otherwise be circumstances described in effect pursuant to Section 2.3(d) hereof, interest on the Loan Portion for which a LIBOR Rate was to be determined shall be payable at the Base Rate, from and including the date of the giving of the Non-Availability Notice (or the date that such LIBOR Rate Period would otherwise be in effect pursuant to Section 2.3(d) hereof, if applicable) until the Maturity Date or until any earlier date on which a LIBOR Rate shall become effective for such Loan Portion pursuant to Section 2.3 hereof following the giving of notice by Agent to Borrower that the conditions referred to in this Section 2.9(a) no longer existoccur; or (ii) Borrowers fail to make a prepayment of the Loan as permitted under this Loan Agreement that Borrowers had notified Lender in writing Borrowers would make; and the result is to increase the cost to Lender of maintaining the Loan or to reduce any amount receivable by Lender under this Loan Agreement or to cause Lender to incur any other cost, loss or expense, including any interest or fees that are payable by Lender to lenders of funds actually obtained by Lender, then Borrowers shall pay to Lender, on the second Business Day following Lender’s demand, any additional amounts necessary to compensate Lender for such cost, loss, expense or reduced amount receivable. If Lender becomes entitled to claim any additional amounts pursuant to this Section 2.9(b), Lender shall promptly notify Borrowers of the event by reason of which Lender has become so entitled and shall certify in reasonable detail any additional amounts so payable. Such certification submitted by Lender to Borrowers shall be conclusive absent manifest error.

Unavailability of LIBOR. If on any date on which Borrower seeks to establish a All Term Loans shall be LIBOR Rate as Loans; provided, that, notwithstanding any other provision herein, if the Applicable Interest Rate pursuant adoption of or any change in any law, treaty, rule or regulation or final, non-appealable determination of an arbitrator or a court or other Governmental Authority or in the interpretation or application thereof occurring after the Closing Date shall make it unlawful for Agent or any Lender to Section 2.3 hereof make or on which a maintain LIBOR Rate would otherwise apply pursuant to Section 2.3(d) hereofLoans as contemplated by this Agreement, Agent determines (which determination shall be conclusive and binding upon Borrower) that (i) Dollar deposits in an amount approximately equal Agent or such Lender shall promptly give written notice of such circumstances to the then outstanding principal balance of the Loan Portion bearing interest at a LIBOR Rate are not generally available at Borrower (which notice shall be withdrawn whenever such time in the London interbank Eurodollar market for deposits in Eurodollarscircumstances no longer exist), and (ii) reasonable means do not exist for ascertaining LIBOR, or (iii) the Applicable Interest Rate would be in excess of the maximum interest rate which Borrower may by law pay, Agent shall promptly give notice (the “Non-Availability Notice”) commitment of such fact Lender hereunder to Borrower and the option to convert to or to continue the Applicable Interest Rate on such Loan Portion as a make LIBOR Rate Loans and continue LIBOR Rate Loans as such shall forthwith be suspended canceled and, until such time as such condition it shall no longer exists. In the event that the option be unlawful for such Lender to elect, to convert to make or to continue an Applicable Interest Rate as a maintain LIBOR Rate Loans, such Lender shall then have a commitment only to make a Base Rate Loan and all outstanding LIBOR Rate Loans shall be suspended as provided in this Section 2.11(a), effective upon the giving of the Non-Availability Notice, and if applicable, effective as of the first date that a LIBOR automatically converted to Base Rate Period would otherwise be in effect pursuant to Section 2.3(d) hereof, interest Loans. Interest on the Loan Portion for which a LIBOR Base Rate was to be determined Loans shall be payable at pursuant to the terms of Section 2.6(a) above, with the sole exception that each instance of the term “LIBOR” therein shall be deemed replaced with the term “Base Rate, from and including the date of the giving of the Non-Availability Notice (or the date that such LIBOR Rate Period would otherwise be in effect pursuant to Section 2.3(d) hereof, if applicable) until the Maturity Date or until any earlier date on which a LIBOR Rate shall become effective for such Loan Portion pursuant to Section 2.3 hereof following the giving of notice by Agent to Borrower that the conditions referred to in this Section 2.9(a) no longer exist”.

Unavailability of LIBOR. If on any date on which Borrower seeks to establish a LIBOR Rate as the Applicable Interest Rate pursuant to Section 2.3 hereof 2.3, or on which a LIBOR Rate would otherwise apply pursuant to if Section 2.3(d) hereofapplies, Agent reasonably and in good faith determines (which determination shall be conclusive and binding upon Borrower) that (i) Dollar deposits in an amount approximately equal to the then outstanding principal balance amount of the Loan Portion bearing interest at a LIBOR Rate are not generally available at such time in the London interbank Eurodollar market for deposits in Eurodollars, Eurodollars or (ii) reasonable means do not exist for ascertaining LIBOR, or (iii) the Applicable Interest Rate would be in excess of the maximum interest rate which Borrower may by law pay, Agent shall promptly give notice (the “Non-Availability Notice”) of such fact to Borrower and the option to convert to or to continue the Applicable Interest Rate on such Loan Portion as a LIBOR Rate shall be suspended until such time as such condition no longer exists. In the event that the option to elect, to convert to or to continue an Applicable Interest Rate as a LIBOR Rate shall be suspended as provided in this Section 2.11(a), effective upon the giving of the Non-Availability Notice, and if applicable, effective as of the first date that a the three (3) month LIBOR Rate Period would otherwise be in effect pursuant to Section 2.3(d) hereof), interest on the Loan Portion for which a LIBOR Rate was to be determined shall be payable at the Base Rate, from and including the date of the giving of the Non-Availability Notice (or the date that such the three (3) month LIBOR Rate Period would otherwise be in effect pursuant to Section 2.3(d) hereof), if applicable) until the earlier to occur of: the Maturity Date or until any earlier and the date on which a LIBOR Rate shall become effective for such Loan Portion pursuant to Section 2.3 hereof following the giving of notice by Agent to Borrower that the conditions referred to in this Section 2.9(a2.11(a) no longer exist.

Unavailability of LIBOR. If on any date on which Notwithstanding anything herein contained to the contrary, if Lender, by written or telephonic notice, notifies Borrower seeks to establish a LIBOR Rate as the Applicable Interest Rate pursuant to Section 2.3 hereof or on which a LIBOR Rate would otherwise apply pursuant to Section 2.3(d) hereof, Agent determines (which determination shall be conclusive and binding upon Borrower) that that: (i) Dollar deposits any change in an amount approximately equal any law, regulation or official directive, or in the interpretation thereof, by any governmental body charged with the administration thereof, has made it unlawful for Lender to fund or maintain its funding in Eurodollars of any portion of any advance subject to the then outstanding principal balance of the Loan Portion bearing interest at a LIBOR Rate or otherwise give effect to Lender’s obligations as contemplated hereby, or (ii) (a) LIBOR deposits for periods of one month are not generally readily available at such time in the London interbank Eurodollar market for deposits in EurodollarsInterbank Offered Rate Market, (iib) by reason of circumstances affecting such market or other economic conditions, adequate and reasonable means methods do not exist for ascertaining LIBORthe rate of interest applicable to such deposits, or (iiic) the Applicable Interest LIBOR Rate would be as determined by Lender will not adequately and fairly reflect the cost to Lender of making or maintaining advances under this Agreement bearing interest with reference to the LIBOR Rate (including inaccurate or inadequate reflection of actual costs resulting from the calculation of rates by reporting sources), then, in excess any of such events: (I) Lender’s obligations in respect of the maximum interest rate which Borrower may by law pay, Agent shall promptly give notice (the “Non-Availability Notice”) of such fact to Borrower and the option to convert to or to continue the Applicable Interest Rate on such Loan Portion as a LIBOR Rate shall be suspended until such time as such condition no longer exists. In terminate forthwith, (II) the event that the option to elect, to convert to or to continue an Applicable Interest Rate as a LIBOR Rate with respect to Lender shall forthwith cease to be in effect, (III) Borrower’s right to utilize LIBOR Rate index pricing as set forth in this Agreement shall be suspended as provided in this Section 2.11(a), effective upon the giving of the Non-Availability Noticeterminated forthwith, and if applicable(IV) amounts outstanding hereunder shall, effective as of the first date that a LIBOR Rate Period would otherwise be in effect pursuant to Section 2.3(d) hereofon and after such date, bear interest on the Loan Portion for which a LIBOR Rate was to be determined shall be payable at the Base Rate, from Adjusted Prime Rate in accordance with the terms and including the date provisions of the giving of the Non-Availability Notice (or the date that such LIBOR Rate Period would otherwise be in effect pursuant to Section 2.3(d) hereof, if applicable) until the Maturity Date or until any earlier date on which a LIBOR Rate shall become effective for such Loan Portion pursuant to Section 2.3 hereof following the giving of notice by Agent to Borrower that the conditions referred to in this Section 2.9(a) no longer existAgreement.