Common use of Additional LIBOR Rate Loan Provisions Clause in Contracts

Additional LIBOR Rate Loan Provisions. (a) If any Lender determines that the making or maintaining of a LIBOR Rate Loan would violate any applicable law, rule regulation or directive, whether or not having the force of law, then the obligation of the Lenders to make or continue LIBOR Rate Loans, or to convert Base Rate Loans into LIBOR Rate Loans, shall be suspended until the Agent notifies the Company that the circumstances causing such suspension no longer exist. During any such period, all LIBOR Rate Loans shall automatically convert into Base Rate Loans at the end of the applicable Interest Period or sooner if required by law. (b) If the Agent is unable to determine the LIBOR Rate in respect of a requested Interest Period or the Majority Lenders are unable to obtain deposits of United States dollars in the London interbank market in the applicable amounts and for the requested Interest Period, then, upon notice from the Agent to the Company, the obligation of the Lenders to make or continue LIBOR Rate Loans, or to convert Base Rate Loans into LIBOR Rate Loans, shall be suspended until the Agent notifies the Company that the circumstances causing such suspension no longer exist. (c) If any Lender shall incur any loss or expense (including any loss or expense incurred by reason of a liquidation or redeployment of deposits or other funds acquired by such Lender to make, continue or maintain any portion of a LIBOR Rate Loan, or to convert any portion of a Base Rate Loan into a LIBOR Rate Loan) as a result of: (i) any conversion or repayment or prepayment of the principal amount of LIBOR Rate Loan on a date other than the last day of the Interest Period applicable thereto (whether as a result of acceleration, prepayment or otherwise); (ii) any Revolving Loan not being made as a LIBOR Rate Loan in accordance with the Notice of Borrowing therefor; or (iii) any Loan not being continued as, or converted into, a LIBOR Rate Loan in accordance with the Continuation/ Conversion Notice therefore, then, upon written notice from such Lender to the Company, the Company shall, within ten days of its receipt thereof, pay to such Lender such amount as will (in the reasonable determination of such Lender) reimburse such Lender for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Company.

Additional LIBOR Rate Loan Provisions. (a) If any Lender determines that the making or maintaining of a LIBOR Rate Loan would violate any applicable law, rule regulation or directive, whether or not having the force of law, then the obligation of the Lenders to make or continue LIBOR Rate Loans, or to convert Base Rate Loans into LIBOR Rate Loans, shall be suspended until the Agent notifies the Company that the circumstances causing such suspension no longer exist. During any such period, all LIBOR Rate Loans shall automatically convert into Base Rate Loans at the end of the applicable Interest Period or sooner if required by law. (b) If the Agent is unable to determine the LIBOR Rate in respect of a requested Interest Period or the Majority Lenders are unable to obtain deposits of United States dollars in the London interbank market in the applicable amounts and for the requested Interest Period, then, upon notice from the Agent to the Company, the obligation of the Lenders to make or continue LIBOR Rate Loans, or to convert Base Rate Loans into LIBOR Rate Loans, shall be suspended until the Agent notifies the Company that the circumstances causing such suspension no longer exist. (c) If any Lender shall incur any loss or expense (including any loss or expense incurred by reason of a liquidation or redeployment of deposits or other funds acquired by such Lender to make, continue or maintain any portion of a LIBOR Rate Loan, or to convert any portion of a Base Rate Loan into a LIBOR Rate Loan) as a result of: of (in each case other than as a result of the occurrence of an event described in section 2.10(b) hereof): (i) any conversion or repayment or prepayment of the principal amount of LIBOR Rate Loan on a date other than the last day of the Interest Period applicable thereto (whether as a result of acceleration, prepayment or otherwise); (ii) any Revolving Loan not being made as a LIBOR Rate Loan in accordance with the Notice of Borrowing therefortherefore; or (iii) any Revolving Loan not being continued as, or converted into, a LIBOR Rate Loan in accordance with the Continuation/ Conversion Notice therefore, then, upon written notice from such Lender to the Company, the Company shall, within ten five days of its receipt thereof, pay to such Lender such amount as will (in the reasonable determination of such Lender) reimburse such Lender for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Company.

Additional LIBOR Rate Loan Provisions. (a) If any Lender the Bank determines that the making or maintaining of a LIBOR Rate Loan would violate any applicable law, rule regulation or directive, whether or not having the force of law, then the obligation of the Lenders Bank to make or continue LIBOR Rate Loans, or to convert Base Reference Rate Loans into LIBOR Rate Loans, shall be suspended until the Agent Bank notifies the Company ETC that the circumstances causing such suspension no longer exist. During any such period, all LIBOR Rate Loans shall automatically convert into Base Reference Rate Loans at the end of the applicable Interest Period or sooner if required by law. (b) If the Agent Bank is unable to determine the LIBOR Rate in respect of a requested Interest Period or the Majority Lenders are Bank is unable to obtain deposits of United States dollars in the London interbank market in the applicable amounts and for the requested Interest Period, then, upon notice from the Agent Bank to the CompanyETC, the obligation of the Lenders Bank to make or continue LIBOR Rate Loans, or to convert Base Reference Rate Loans into LIBOR Rate Loans, shall be suspended until the Agent Bank notifies the Company ETC that the circumstances causing such suspension no longer exist. (c) If any Lender the Bank shall incur any loss or expense (including any loss or expense incurred by reason of a liquidation or redeployment of deposits or other funds acquired by such Lender the Bank to make, continue or maintain any portion of a LIBOR Rate Loan, or to convert any portion of a Base Reference Rate Loan into a LIBOR Rate Loan) as a result of: (i) any conversion or repayment or prepayment of the principal amount of LIBOR Rate Loan on a date other than the last day of the Interest Period applicable thereto (whether as a result of acceleration, prepayment or otherwise); (ii) any Revolving Loan loan not being made as a LIBOR Rate Loan in accordance with the Notice of Borrowing request therefor; or (iii) any Loan loan not being continued as, or converted into, a LIBOR Rate Loan in accordance with the Continuation/ Continuation/Conversion Notice therefore, notice therefor; then, upon written notice from such Lender the Bank to the CompanyETC, the Company ETC shall, within ten days of its receipt thereof, pay to such Lender the Bank such amount as will (in the reasonable determination of such Lenderthe Bank) reimburse such Lender the Bank for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the CompanyETC. (i) Section 6.8 is amended in its entirety to read as follows:

Additional LIBOR Rate Loan Provisions. (a) If any Lender determines that the making or maintaining of a LIBOR Rate Loan would violate any applicable law, rule regulation or directive, whether or not having the force of law, then the obligation of the Lenders to make or continue LIBOR Rate Loans, or to convert Base Rate Loans into LIBOR Rate Loans, shall be suspended until the Agent notifies the Company that the circumstances causing such suspension no longer exist. During any such period, all LIBOR Rate Loans shall automatically convert into Base Rate Loans at the end of the applicable Interest Period or sooner if required by law. (b) If the Agent is unable to determine the LIBOR Rate in respect of a requested Interest Period or the Majority Lenders are unable to obtain deposits of United States dollars in the London interbank market in the applicable amounts and for the requested Interest Period, then, upon notice from the Agent to the Company, the obligation of the Lenders to make or continue LIBOR Rate Loans, or to convert Base Rate Loans into LIBOR Rate Loans, shall be suspended until the Agent notifies the Company that the circumstances causing such suspension no longer exist. (c) If any Lender shall incur any loss or expense (including any loss or expense incurred by reason of a liquidation or redeployment of deposits or other funds acquired by such Lender to make, continue or maintain any portion of a LIBOR Rate Loan, or to convert any portion of a Base Rate Loan into a LIBOR Rate Loan) as a result of: (i) any conversion or repayment or prepayment of the principal amount of LIBOR Rate Loan on a date other than the last day of the Interest Period applicable thereto (whether as a result of acceleration, prepayment or otherwise); (ii) any Revolving Loan not being made as a LIBOR Rate Loan in accordance with the Notice of Borrowing therefor; or (iii) any Revolving Loan not being continued as, or converted into, a LIBOR Rate Loan in accordance with the Continuation/ Conversion Notice therefore, then, upon written notice from such Lender to the Company, the Company shall, within ten days of its receipt thereof, pay to such Lender such amount as will (in the reasonable determination of such Lender) reimburse such Lender for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Company.

Additional LIBOR Rate Loan Provisions. (ai) If any Lender determines that the making or maintaining of a LIBOR Rate Loan would violate any applicable law, rule regulation or directivedirective of a Governmental Authority, whether or not having the force of law, then the obligation of the Lenders Lender to make make, continue, maintain or continue convert any LIBOR Rate Loans, or to convert Base Rate Loans into LIBOR Rate Loans, Loan shall be suspended until the Agent Lender notifies the Company Borrowers that the circumstances causing such suspension no longer exist. During any such period, all each LIBOR Rate Loans Loan shall automatically convert into Base a Reference Rate Loans at the end of the applicable its Interest Period or sooner if required by law. (bii) If the Agent is unable to determine the LIBOR Rate in respect of a requested Interest Period or the Majority Lenders are unable to obtain deposits of United States dollars in the London interbank market in the applicable amounts and for the requested Interest Period, then, upon notice from the Agent to the Company, the obligation of the Lenders to make or continue LIBOR Rate Loans, or to convert Base Rate Loans into LIBOR Rate Loans, shall be suspended until the Agent notifies the Company that the circumstances causing such suspension no longer exist. (c) If any Lender shall incur any loss or expense (including any loss or expense incurred by reason of a liquidation or redeployment of deposits or other funds acquired by such Lender to make, continue or maintain any portion of a LIBOR Rate Loan, or to convert any portion of a Base Reference Rate Loan into into, a LIBOR Rate Loan) as a result of: (i) any conversion or repayment or prepayment of the principal amount of LIBOR Rate Loan on a date other than the last day of the Interest Period applicable thereto (whether as a result of acceleration, prepayment acceleration or otherwise)) unless due to conversion under subsection (i) above; (ii) any Revolving Loan not being made as a LIBOR Rate Loan in accordance with the Notice of Borrowing therefortherefore delivered pursuant to section 2(b); or (iii) any Revolving Loan not being continued as, or converted into, a LIBOR Rate Loan in accordance with the Continuation/ Notice of Continuation/Conversion Notice thereforetherefor, then, upon written notice from such Lender to the CompanyBorrowers, the Company Borrowers shall, within ten days of its receipt thereof, pay to such Lender such amount as will (in the reasonable determination of such Lender) reimburse such Lender for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the CompanyBorrowers.

Additional LIBOR Rate Loan Provisions. (a) If any Lender Bank reasonably determines that the making or maintaining of a LIBOR Rate Loan would violate any applicable law, rule rule, regulation or directive, whether or not having the force of law, then the obligation of the Lenders Bank to make make, continue, maintain or continue convert any LIBOR Rate Loans, or to convert Base Rate Loans into LIBOR Rate Loans, Loan shall be suspended until the Agent Bank notifies the Company Borrower that the circumstances causing such suspension no longer exist. During any such period, all LIBOR Rate Loans shall automatically convert into Base Reference Rate Loans at the end of the applicable Interest Period or sooner if required by law. (b) . If the Agent Bank is unable to determine the LIBOR Rate in respect of a requested Interest Period or the Majority Lenders are Bank is unable to obtain deposits of United States dollars U.S. Dollars in the London interbank market in the applicable amounts and for the requested Interest Period, then, upon notice from the Agent Bank to the CompanyBorrower, the obligation of the Lenders Bank to make or continue any Daily LIBOR Rate LoansLoan, or to convert Base Rate Loans into any Daily LIBOR Rate LoansLoan into a Periodic LIBOR Rate Loan, shall be suspended until the Agent Bank notifies the Company Borrower that the circumstances causing such suspension no longer exist. (c) If any Lender shall incur any loss . Subject to the following sentence, Borrower may prepay all or expense (including any loss or expense incurred by reason of a liquidation or redeployment of deposits or other funds acquired by such Lender to make, continue or maintain any portion of a LIBOR Rate Loan, or to convert any portion of a Base Rate Loan into a LIBOR Rate Loan) as a result of: (i) any conversion or repayment or prepayment of the principal amount of the LIBOR Rate Loan on a date Loans. If Borrower makes any prepayment other than on the last day of an Interest Period, or if Borrower fails to borrow or fail to convert any amount in accordance with a Conversion/Continuation Notice, Borrower shall pay all accrued interest on the Interest Period applicable thereto (whether principal amount prepaid with such prepayment or the principal amount Borrower fails to borrow or convert, and, on demand, shall reimburse Bank and hold Bank harmless from all losses and expenses incurred by Bank as a result of accelerationsuch prepayment, prepayment including, without limitation, any losses and expenses arising from the liquidation or otherwise); (ii) reemployment of deposits acquired to fund or maintain the principal amount prepaid, and any Revolving Loan not being made as such demand shall be accompanied by a LIBOR Rate Loan in accordance with the Notice of Borrowing therefor; or (iii) any Loan not being continued aswritten statement setting forth, or converted into, a LIBOR Rate Loan in accordance with the Continuation/ Conversion Notice therefore, then, upon written notice from such Lender to the Company, the Company shall, within ten days of its receipt thereof, pay to such Lender such amount as will (in the reasonable determination of such Lender) reimburse such Lender for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, the basis for such losses and expenses. Such reimbursement shall be calculated as though Bank funded the principal amount prepaid through the purchase of U.S. Dollar deposits in the absence London, England interbank market having a maturity corresponding to such Interest Period, whether in fact that is the case or not. Bank's determination of the amount of such reimbursement shall be conclusive, absent manifest error, be conclusive and binding on unless Borrower notifies the CompanyBank to the contrary within sixty (60) days from the date of mailing of the aforementioned statement.