Common use of LIBOR Rate Loans Clause in Contracts

LIBOR Rate Loans. Without limiting the generality of Section 10.20, anything in this Agreement to the contrary notwithstanding, if any Lender shall notify the Agent that: (i) the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful to fund or maintain LIBOR Rate Loans (whether or not such assertion carries the force of law), (ii) deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the applicable markets for any requested Interest Period, (iii) by reason of circumstances affecting the applicable markets adequate and reasonable means do not exist for ascertaining the applicable LIBOR Rate; (iv) that the applicable LIBOR Rate will not adequately and fairly reflect the cost to such Lender of funding their LIBOR Rate Loans for such Interest Period or (v) that the making or funding of LIBOR Rate Loans is impracticable for such Lender, the obligation of such Lender to make, rollover or to convert Loans into LIBOR Rate Loans shall be suspended until such Lender shall notify the Agent and Borrower that the circumstances causing such suspension no longer exist, and the existing LIBOR Rate Loans of such Lender shall automatically convert, on and as of the date of such notification, into Base Rate Loans; provided that each Lender represents and warrants to Borrower that as of the later of (i) the Closing Date or (ii) the date on which it shall have executed an Assignment and Acceptance pursuant to Section 10.23, it has no actual knowledge that any of the circumstances set forth above exist. With respect to the Base Rate Loans as referred to in this Section 10.21, the Base Rate applicable thereto shall be determined without reference to the Adjusted Monthly LIBOR Rate.

LIBOR Rate Loans. Without limiting the generality of Section 10.20, anything in this Agreement to the contrary notwithstanding, if any Lender shall notify the Agent that: (i) the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful to fund or maintain LIBOR Rate Loans (whether or not such assertion carries the force of law), (ii) deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the applicable markets interbank eurodollar market for any requested Interest Period, (iii) by reason of circumstances affecting the applicable markets interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR Rate; (iv) that the applicable LIBOR Rate will not adequately and fairly reflect the cost to such Lender of funding their LIBOR Rate Loans for such Interest Period or (v) that the making or funding of LIBOR Rate Loans is impracticable for such Lender, the obligation of such Lender to make, rollover or to convert Loans into LIBOR Rate Loans shall be suspended until such Lender shall notify the Agent and Borrower that the circumstances causing such suspension no longer exist, and the existing LIBOR Rate Loans of such Lender shall automatically convert, on and as of the date of such notification, into Base Rate Loans; provided that each Lender represents and warrants to Borrower that as of the later of (i) the Closing Date or (ii) the date on which it shall have executed an Assignment and Acceptance pursuant to Section 10.23, it has no actual knowledge that any of the circumstances set forth above exist. With respect to the Base Rate Loans as referred to in this Section 10.21, the Base Rate applicable thereto shall be determined without reference to the Adjusted Monthly LIBOR Rate.

LIBOR Rate Loans. Without limiting the generality of Section 10.20, anything in this Agreement to the contrary notwithstanding, if any Lender shall notify the Agent that: (i) the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful to fund or maintain LIBOR Rate Loans (whether or not such assertion carries the force of law), (ii) deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the applicable markets interbank eurodollar market for any requested Interest Period, (iii) by reason of circumstances affecting the applicable markets interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR Rate; (iv) that the applicable LIBOR Rate will not adequately and fairly reflect the cost to such Lender of funding their LIBOR Rate Loans for such Interest Period or (v) that the making or funding of LIBOR Rate Loans is impracticable for such Lender, the obligation of such Lender to make, rollover or to convert Loans into LIBOR Rate Loans shall be suspended until such Lender shall notify the Agent and the Borrower that the circumstances causing such suspension no longer exist, and the existing LIBOR Rate Loans of such Lender shall automatically convert, on and as of the date of such notification, into Base Rate Loans; provided that each Lender represents and warrants to Borrower that as of the later of (i) the Closing Date or (ii) the date on which it shall have executed an Assignment and Acceptance pursuant to Section 10.23, it has no actual knowledge that any of the circumstances set forth above exist. With respect to the Base Rate Loans as referred to in this Section 10.21, the Base Rate applicable thereto shall be determined without reference to the Adjusted Monthly LIBOR Rate.

LIBOR Rate Loans. Without limiting the generality of Section 10.20, anything in this Agreement to the contrary notwithstanding, if any Lender shall notify the Agent that: (i) the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful to fund or maintain LIBOR Rate Loans (whether or not such assertion carries the force of law), (ii) deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the applicable markets for any requested Interest Period, (iii) by reason of circumstances affecting the applicable markets adequate and reasonable means do not exist for ascertaining the applicable LIBOR Rate; (iv) that the applicable LIBOR Rate will not adequately and fairly reflect the cost to such Lender of funding their LIBOR Rate Loans for such Interest Period or (v) that the making or funding of LIBOR Rate Loans is impracticable for such Lender, the obligation of such Lender to make, rollover or to convert Loans into LIBOR Rate Loans shall be suspended until such Lender shall notify the Agent and Borrower that the circumstances causing such suspension no longer exist, and the existing LIBOR Rate Loans of such Lender shall automatically convert, on and as of the date of such notification, into Base Rate Loans; provided that each Lender represents and warrants to Borrower that as of the later of (i) the Closing Date or (ii) the date on which it shall have executed an Assignment and Acceptance pursuant to Section 10.23, it has no actual knowledge that any of the circumstances set forth above exist. With respect to the Base Rate Loans as referred to in this Section 10.21, the Base Rate applicable thereto shall be determined without reference to the Adjusted Monthly LIBOR Rate.

LIBOR Rate Loans. Without limiting the generality of Section 10.20, anything in this Agreement to the contrary notwithstanding, if any Lender shall notify the Agent that: (i) the introduction of By delivering a Borrowing Request (or any change providing telephonic notice confirmed in or a writing in the interpretation form of any law a Borrowing Request) to the Lender on or regulation makes it unlawfulbefore 10:00 a.m., or New York time, on a Banking Day, the Borrower may, from time to time, irrevocably request, on not less than two (2) nor more than five (5) Banking Days' notice, that any central bank or other Governmental Authority asserts that it is unlawful to fund or maintain a LIBOR Rate Loans Loan be made in a minimum amount of Two Hundred-Fifty Thousand (whether or not such assertion carries $250,000.00) Dollars and incremental multiples of Twenty-five Thousand ($25,000.00) Dollars, with the force Interest Period designated, to the extent available. On the terms and subject to the conditions of law)this agreement, each LIBOR Rate Loan shall be made available to the Borrower no later than 11:00 a.m. New York time on the first day of the applicable Interest Period by deposit to the account of the Borrower as shall have been specified in its borrowing request. (ii) deposits After receipt from the Borrower of any notice which requests a conversion to a LIBOR Rate Loan, the Lender shall determine if it is able to make such LIBOR Rate Loan (or if it is unable to do so for reasons described in U.S. Dollars this Paragraph only) and will notify the Borrower upon confirmation of its ability to do so. (in iii) No election of a LIBOR Rate Loan shall become effective: (a) if, prior to the applicable amounts) are not being offered to it in the applicable markets for commencement of any requested such Interest Period, the Lender reasonably determines that (iiii) Eurodollar deposits in an amount comparable to the amount of the LIBOR Rate Loan that has been elected and which have a term corresponding to the proposed Interest Period are not readily available in the inter bank Eurodollar market, or (ii) by reason of circumstances affecting the applicable markets inter-bank Eurodollar market, adequate and reasonable means methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed Interest Period; or (b) if the Lender shall have advised the Borrower by telephone or otherwise at or prior to noon (Boston time) on the second Banking Day prior to the commencement of such proposed Interest Period (and shall have subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such Eurodollar deposits, the Lender reasonably anticipates that Eurodollar deposits in an amount equal to the amount of the LIBOR Rate Loan elected and which have a term corresponding to the Interest Period in question will not be offered in the Eurodollar market to the Lender at a rate of interest that does not exceed the anticipated LIBOR Rate; . In such event, then the Lender shall so notify the Borrower on or before 4:00 p.m. on the Banking Day prior to the conversion date specified in the notice from the Borrower, and in such event, the Lender shall not be obligated to make such LIBOR Rate Loan and the Borrower's request shall be deemed to have been withdrawn by the Borrower. (iv) that Except as otherwise provided in the applicable immediately preceding subparagraph (ii), any notice from the Borrower which requests a LIBOR Rate will not adequately Loan shall be irrevocable and fairly reflect binding upon the cost Borrower. The Borrower shall indemnify the Lender against any and all losses and expenses incurred by the Lender by reason of such failure including, without limiting the generality of the foregoing, all losses and expenses incurred by reason of the liquidation, disposition or re-employment of deposits or other funds acquired by the Lender to fund such Lender of funding their LIBOR Rate Loans for such Interest Period or Loan. (v) that The Borrower shall pay interest on the making or funding aggregate unpaid principal balance of each LIBOR Rate Loans is impracticable Loan from the Borrowing Date for such Lender, the obligation of such Lender to make, rollover or to convert Loans into LIBOR Rate Loans shall be suspended until Loan through and including the Interest Maturity Date chosen by the Borrower with respect to such Lender shall notify the Agent and Borrower that the circumstances causing such suspension no longer exist, and the existing LIBOR Rate Loans of such Lender shall automatically convert, on and as of Loan at a per annum fixed rate equal to the date of such notification, into Base Rate Loans; provided that each Lender represents and warrants to Borrower that as of the later aggregate of (i) the Closing Date LIBOR Interest Rate plus (ii) the Margin, and shall pay all interest accrued but unpaid under this Section (iv) on the sooner to occur of: (i) the first day of each month; or (ii) such Interest Maturity Date. (vi) If a LIBOR Rate Loan is not repaid in full on its Interest Maturity Date, then such LIBOR Rate Loan shall bear interest at the date on rate which it shall have executed an Assignment and Acceptance pursuant to Section 10.23, it has no actual knowledge that any of the circumstances set forth above exist. With respect to the Base Rate Loans as referred to in this Section 10.21, the Base Rate applicable thereto shall be determined without is calculated by reference to the Adjusted Monthly Prime Rate as described in Section 2.4(a) above from and after such Interest Maturity Date. (vii) Each LIBOR RateRate Loan shall be repaid in full on its Interest Maturity Date. (viii) Any LIBOR Rate Loan may be repaid with the proceeds of another Loan.

LIBOR Rate Loans. Without limiting the generality of Section 10.20, anything in this Agreement to the contrary notwithstanding, if any Lender shall notify the Agent that: (i) the introduction of By delivering a Borrowing Request (or any change providing telephonic notice confirmed in or a writing in the interpretation form of any law a Borrowing Request) to the Lender on or regulation makes it unlawfulbefore 10:00 a.m., or New York time, on a Banking Day, the Borrower may, from time to time, irrevocably request, on not less than two (2) nor more than five (5) Banking Days’ notice, that any central bank or other Governmental Authority asserts that it is unlawful to fund or maintain a LIBOR Rate Loans Loan be made in a minimum amount of Two Hundred-Fifty Thousand (whether or not such assertion carries $250,000.00) Dollars and incremental multiples of Twenty-five Thousand ($25,000.00) Dollars, with the force Interest Period designated. On the terms and subject to the conditions of law)this agreement, each LIBOR Rate Loan shall be made available to the Borrower no later than 11:00 a.m. New York time on the first day of the applicable Interest Period by deposit to the account of the Borrower as shall have been specified in its Borrowing Request. (ii) deposits After receipt from the Borrower of any notice which requests a conversion to a LIBOR Rate Loan, the Lender shall determine if it is able to make such LIBOR Rate Loan (or if it is unable to do so for reasons described in U.S. Dollars this Paragraph only) and will notify the Borrower upon confirmation of its ability to do so. (in iii) No election of a LIBOR Rate Loan shall become effective: (a) if, prior to the applicable amounts) are not being offered to it in the applicable markets for commencement of any requested such Interest Period, the Lender reasonably determines that (iiii) Eurodollar deposits in an amount comparable to the amount of the LIBOR Rate Loan that has been requested and which have a term corresponding to the proposed Interest Period are not readily available in the inter bank Eurodollar market, or (ii) by reason of circumstances affecting the applicable markets inter bank Eurodollar market, adequate and reasonable means methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed Interest Period; or (b) if the Lender shall have advised the Borrower by telephone or otherwise at or prior to noon (Boston time) on the second Banking Day prior to the commencement of such proposed Interest Period (and shall have subsequently confirmed in writing) that, after reasonable efforts to determine the availability of such Eurodollar deposits, the Lender reasonably anticipates that Eurodollar deposits in an amount equal to the amount of the LIBOR Rate Loan elected and which have a term corresponding to the Interest Period in question will not be offered in the Eurodollar market to the Lender at a rate of interest that does not exceed the anticipated LIBOR Rate; . In such event, then the Lender shall so notify the Borrower on or before 4:00 p.m. on the Banking Day prior to the conversion date specified in the notice from the Borrower, and in such event, the Lender shall not be obligated to make such LIBOR Rate Loan and the Borrower’s request shall be deemed to have been withdrawn by the Borrower. (iv) that Except as otherwise provided in the applicable immediately preceding subparagraph (iii), any notice from the Borrower which requests a LIBOR Rate will not adequately Loan shall be irrevocable and fairly reflect binding upon the cost to such Lender of funding their LIBOR Rate Loans for such Interest Period or Borrower. (v) that The Borrower shall pay interest on the making or funding aggregate unpaid principal balance of each LIBOR Rate Loans is impracticable Loan from the Borrowing Date for such Lender, the obligation of such Lender to make, rollover or to convert Loans into LIBOR Rate Loans shall be suspended until Loan through and including the Interest Maturity Date chosen by the Borrower with respect to such Lender shall notify the Agent and Borrower that the circumstances causing such suspension no longer exist, and the existing LIBOR Rate Loans of such Lender shall automatically convert, on and as of Loan at a per annum fixed rate equal to the date of such notification, into Base Rate Loans; provided that each Lender represents and warrants to Borrower that as of the later aggregate of (i) the Closing Date or LIBOR Interest Rate plus (ii) the date on which it shall have executed an Assignment Margin, and Acceptance pursuant to Section 10.23, it has no actual knowledge that any of the circumstances set forth above exist. With respect to the Base Rate Loans as referred to in this Section 10.21, the Base Rate applicable thereto such interest shall be determined without payable on the Interest Payment Date or Dates applicable to such LIBOR Rate Loan. (vi) If a LIBOR Rate Loan is not repaid in full on its Interest Maturity Date, then such LIBOR Rate Loan shall bear interest at the rate which is calculated by reference to the Adjusted Monthly Prime Rate as described in Section 2.4(a) above from and after such Interest Maturity Date. (vii) Each LIBOR RateRate Loan shall be repaid in full on its Interest Maturity Date. (viii) Any LIBOR Rate Loan may be repaid with the proceeds of another Loan.

LIBOR Rate Loans. Without limiting the generality of Section 10.208.19, anything in this Agreement to the contrary notwithstanding, if any Lender shall notify the Agent that: (i) the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful to fund or maintain LIBOR Rate Loans (whether or not such assertion carries the force of law), (ii) deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the applicable markets interbank eurodollar market for any requested Interest Period, (iii) by reason of circumstances affecting the applicable markets interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR Rate; (iv) that the applicable LIBOR Rate will not adequately and fairly reflect the cost to such Lender of funding their LIBOR Rate Loans for such Interest Period or (v) that the making or funding of LIBOR Rate Loans is impracticable for such Lender, the obligation of such Lender to make, rollover or to convert Loans into LIBOR Rate Loans shall be suspended until such Lender shall notify the Agent and Borrower that the circumstances causing such suspension no longer exist, and the existing LIBOR Rate Loans of such Lender shall automatically convert, on and as of the date of such notification, into Base Rate Loans; provided that each Lender represents and warrants to Borrower that as of the later of (i) the Closing Date or (ii) the date on which it shall have executed an Assignment and Acceptance pursuant to Section 10.238.22, it has no actual knowledge that any of the circumstances set forth above exist. With respect to the Base Rate Loans as referred to in this Section 10.21, the Base Rate applicable thereto shall be determined without reference to the Adjusted Monthly LIBOR Rate.