Common use of Libor Rate Unascertainable Illegality Increased Costs Deposits Not Available Clause in Contracts

Libor Rate Unascertainable Illegality Increased Costs Deposits Not Available. (a) The Lender shall have the rights specified in subsection 2.10(c) if on any date on which a LIBOR Rate or LIBOR Advantage Rate would otherwise be determined, the Lender shall have determined that (i) adequate and reasonable means do not exist for ascertaining such LIBOR Rate or LIBOR Advantage Rate, as applicable or (ii) a contingency has occurred which adversely affects the London interbank eurodollar market relating to the LIBOR Rate or the LIBOR Advantage Rate, as applicable. (b) The Lender shall have the rights specified in subsection 2.10(c) if at any time: (i) the Lender shall have determined that the making, maintenance or funding of any Revolver Loan to which a LIBOR Rate or LIBOR Advantage Rate applies has been made unlawful by compliance by the Lender in good faith with any Law or any interpretation or application thereof by any Governmental Authority or with any request or directive of any such Governmental Authority (whether or not having the force of Law), or (ii) the Lender shall have determined that the making, maintenance or funding of any Revolver Loan to which a LIBOR Rate or LIBOR Advantage Rate applies has been made impracticable by compliance by the Lender in good faith with any Law or any interpretation or application thereof by any Governmental Authority or with any request or directive of any such Governmental Authority (whether or not having the force of Law), or (iii) the Lender shall have determined that such LIBOR Rate or LIBOR Advantage Rate will not adequately and fairly reflect the cost to the Lender of the establishment or maintenance of any such Revolver Loan, or (iv) the Lender shall have determined that after making all reasonable efforts, deposits of the relevant amount in Dollars for the relevant Interest Period for a Revolver Loan, to which a LIBOR Rate applies, are not available to the Lender, or to banks generally, in the interbank eurodollar market. (c) In the case of any event specified in subsection 2.10(a) or (b) above, the Lender shall promptly so notify the Borrower thereof. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of the Lender to allow the Borrower to select or renew a LIBOR Rate or LIBOR Advantage Rate shall be suspended until the Lender shall have later notified the Borrower of the Lender’s determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Lender makes a determination under subsection 2.10(a) and the Borrower has previously notified the Lender of its selection or renewal of a LIBOR Rate or LIBOR Advantage Rate and such interest rate has not yet gone into effect, such notification shall be deemed to provide for selection or renewal of a Base Rate Loan to the extent permitted hereunder. If the Lender notifies the Borrower of a determination under subsection 2.10(b), the Borrower shall, subject to the Borrower’s indemnification obligations under subsection 2.15, either (i) convert all LIBOR Loans and LIBOR Advantage Loans to Base Rate Loans or (ii) prepay all LIBOR Loans and LIBOR Advantage Loans in accordance with Section 2.12, in each case on the date specified in such notice. Absent due notice from the Borrower of conversion or prepayment, such LIBOR Loans and LIBOR Advantage Loans shall automatically be converted to Base Rate Loans upon such specified date.

Libor Rate Unascertainable Illegality Increased Costs Deposits Not Available. (a) The Lender Administrative Agent shall have the rights specified in subsection 2.10(c2.13(c) if on any date on which a LIBOR Rate or LIBOR Advantage Rate would otherwise be determined, the Lender Administrative Agent shall have determined that (i) adequate and reasonable means do not exist for ascertaining such LIBOR Rate or LIBOR Advantage Rate, as applicable or (ii) a contingency has occurred which materially and adversely affects the London interbank eurodollar market relating to the LIBOR Rate or the LIBOR Advantage Rate, as applicable. (b) The Lender Administrative Agent shall have the rights specified in subsection 2.10(c2.13(c) if at any time: (i) the any Lender shall have determined that the making, maintenance or funding of any Revolver Loan to which a LIBOR Rate or LIBOR Advantage Rate applies has been made unlawful by compliance by the such Lender in good faith with any Law or any interpretation or application thereof by any Governmental Authority or with any request or directive of any such Governmental Authority (whether or not having the force of Law), or (ii) the Lender Required Lenders shall have determined that the making, maintenance or funding of any Revolver Loan to which a LIBOR Rate or LIBOR Advantage Rate applies has been made impracticable by compliance by the Lender such Lenders in good faith with any Law or any interpretation or application thereof by any Governmental Authority or with any request or directive of any such Governmental Authority (whether or not having the force of Law), or (iii) the any Lender shall have determined that such LIBOR Rate or LIBOR Advantage Rate will not adequately and fairly reflect the cost to the such Lender of the establishment or maintenance of any such Revolver Loan, or (iv) the any Lender shall have determined that after making all reasonable efforts, deposits of the relevant amount in Dollars or in the Optional Currency (as applicable) for the relevant Interest Period for a Revolver Loan, to which a LIBOR Rate applies, respectively, are not available to the such Lender, or to banks generally, in the interbank eurodollar market. (c) In the case of any event specified in subsection 2.10(a) or (b2.13(a) above, the Lender Administrative Agent shall promptly so notify the Borrower Lenders and the Borrowers thereof, and in the case of an event specified in subsection 2.13(b) above, such Lender(s) shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrowers. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lender Lenders, in the case of such notice given by the Administrative Agent, or (B) such Lender(s), in the case of such notice given by such Lender(s), to allow the Borrower Borrowers to select select, convert to or renew a LIBOR Rate or LIBOR Advantage Rate select an Optional Currency (as applicable) shall be suspended until the Lender Administrative Agent shall have later notified the Borrower Borrowers, or such Lender(s) shall have later notified the Administrative Agent, of the LenderAdministrative Agent’s or such Lender(s)’, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Lender Administrative Agent makes a determination under subsection 2.10(a2.13(a) and the Borrower has Borrowers have previously notified the Lender Administrative Agent of its their selection of, conversion to or renewal of a LIBOR Rate or LIBOR Advantage Rate and such interest rate has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of a Base Rate Loan to the extent permitted hereunder. If the any Lender notifies the Borrower Administrative Agent of a determination under subsection 2.10(b2.13(b), the Borrower Borrowers shall, subject to the Borrower’s Borrowers’ indemnification obligations under subsection 2.152.18, either (i) convert all as to any Loan of the Lender to which a LIBOR Loans and LIBOR Advantage Loans to Base Rate Loans or (ii) prepay all LIBOR Loans and LIBOR Advantage Loans in accordance with Section 2.12applies, in each case on the date specified in such noticenotice either (i) as applicable, convert such Loan (if not denominated in an Optional Currency) to the Base Rate or select a different Optional Currency or Dollars, or (ii) prepay such Loan in accordance with Section 2.15. Absent due notice from the Borrower Borrowers of conversion or prepayment, such LIBOR Loans and LIBOR Advantage Loans Loan shall automatically be converted to the Base Rate Loans upon such specified datedate unless such Loan is in an Optional Currency in which case such Loan shall be prepaid.

Libor Rate Unascertainable Illegality Increased Costs Deposits Not Available. (a) The Lender Agent shall have the rights specified in subsection 2.10(c2.13(c) if on any date on which a LIBOR Rate or LIBOR Advantage Rate would otherwise be determined, the Lender Agent shall have determined that (which determination shall upon notice thereof to the Borrowers be conclusive and binding on the Borrowers) that: (i) adequate and reasonable means do not exist for ascertaining such LIBOR Rate or LIBOR Advantage Rate, as applicable or or (ii) a contingency has occurred which materially and adversely affects the secondary market for negotiable certificates of deposit maintained by dealers of recognized standing relating to the London interbank eurodollar LIBOR market relating to the LIBOR Rate or the LIBOR Advantage Rate, as applicable. (b) The Lender Agent shall have the rights specified in subsection 2.10(c2.13(c) if at any timetime any Bank shall have determined (which determination shall upon notice thereof to the Agent and the Borrowers be conclusive and binding on the Borrowers) that: (i) the Lender shall have determined that the making, maintenance or funding of any Revolver Loan to which a LIBOR Rate or LIBOR Advantage Rate applies has been made impracticable or unlawful by compliance by the Lender such Bank in good faith with any Law or any interpretation or application thereof by any Governmental Authority or with any request or directive of any such Governmental Authority (whether or not having the force of Law), or (ii) the Lender shall have determined that the making, maintenance or funding of any Revolver Loan to which a LIBOR Rate or LIBOR Advantage Rate applies has been made impracticable by compliance by the Lender in good faith with any Law or any interpretation or application thereof by any Governmental Authority or with any request or directive of any such Governmental Authority (whether or not having the force of Law), or (iii) the Lender shall have determined that such LIBOR Rate or LIBOR Advantage Rate will not adequately and fairly reflect the cost to the Lender such Bank of the establishment or maintenance of any such Revolver Loan, or (iviii) the Lender shall have determined that after making all reasonable efforts, deposits of the relevant amount in Dollars for the relevant Interest Period for a Revolver Loan, Loan to which a LIBOR Rate applies, applies are not available to the Lender, or to banks generally, such Bank in the London interbank eurodollar market. (c) In the case of any event specified in subsection 2.10(a) or (b2.13(a) above, the Lender Agent shall promptly so notify the Borrower Banks and the Borrowers thereof, and in the case of an event specified in subsection 2.13(b) above, such Bank shall promptly so notify the Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Agent shall promptly send copies of such notice and certificate to the other Banks and the Borrowers. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lender Banks, in the case of such notice given by the Agent, or (B) such Bank, in the case of such notice given by such Bank, to allow the Borrower Borrowers to select select, convert to or renew a LIBOR Rate or LIBOR Advantage Rate shall be suspended until the Lender Agent shall have later notified the Borrower Borrowers, or such Bank shall have later notified the Agent, of the Lender’s Agent's or such Bank's, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Lender Agent makes a determination under subsection 2.10(a2.13(a) and the Borrower has Borrowers have previously notified the Lender Agent of its their selection of, conversion to or renewal of a LIBOR Rate or LIBOR Advantage Rate and such interest rate has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of a Base Rate Loan to the extent permitted hereunder. If the Lender notifies the Borrower of a determination under subsection 2.10(b), the Borrower shall, subject to the Borrower’s indemnification obligations under subsection 2.15, either (i) convert all LIBOR Loans and LIBOR Advantage Loans to Base Rate Loans or (ii) prepay all LIBOR Loans and LIBOR Advantage Loans in accordance with Section 2.12, in each case on the date specified in such notice. Absent due notice from the Borrower of conversion or prepayment, such LIBOR Loans and LIBOR Advantage Loans shall automatically be converted to Base Rate Loans upon such specified date.permitted

Libor Rate Unascertainable Illegality Increased Costs Deposits Not Available. (a) The Lender Agent shall have the rights specified in subsection 2.10(c2.13(c) if on any date on which a LIBOR Rate or a Daily LIBOR Advantage Rate would otherwise be determined, the Lender Agent shall have determined that (which determination shall upon notice thereof to the Borrowers be conclusive and binding on the Borrowers) that: (i) adequate and reasonable means do not exist for ascertaining such LIBOR Rate or Daily LIBOR Advantage Rate, as applicable or or (ii) a contingency has occurred which materially and adversely affects the secondary market for negotiable certificates of deposit maintained by dealers of recognized standing relating to the London interbank eurodollar LIBOR market relating to the LIBOR Rate or the Daily LIBOR Advantage Rate, as applicable. (b) The Lender Agent shall have the rights specified in subsection 2.10(c2.13(c) if at any timetime any Bank shall have determined (which determination shall upon notice thereof to the Agent and the Borrowers be conclusive and binding on the Borrowers) that: (i) the Lender shall have determined that the making, maintenance or funding of any Revolver Loan to which a LIBOR Rate or a Daily LIBOR Advantage Rate applies has been made impracticable or unlawful by compliance by the Lender such Bank in good faith with any Law or any interpretation or application thereof by any Governmental Authority or with any request or directive of any such Governmental Authority (whether or not having the force of Law), or (ii) the Lender shall have determined that the making, maintenance or funding of any Revolver Loan to which a LIBOR Rate or LIBOR Advantage Rate applies has been made impracticable by compliance by the Lender in good faith with any Law or any interpretation or application thereof by any Governmental Authority or with any request or directive of any such Governmental Authority (whether or not having the force of Law), or (iii) the Lender shall have determined that such LIBOR Rate or Daily LIBOR Advantage Rate will not adequately and fairly reflect the cost to the Lender such Bank of the establishment or maintenance of any such Revolver Loan, or (iviii) the Lender shall have determined that after making all reasonable efforts, deposits of the relevant amount in Dollars for the relevant Interest Period for a Revolver Loan, Loan to which a LIBOR Rate applies, or a Daily LIBOR Rate applies are not available to the Lender, or to banks generally, such Bank in the London interbank eurodollar market. (c) In the case of any event specified in subsection 2.10(a) or (b2.13(a) above, the Lender Agent shall promptly so notify the Borrower Banks and the Borrowers thereof, and in the case of an event specified in subsection 2.13(b) above, such Bank shall promptly so notify the Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Agent shall promptly send copies of such notice and certificate to the other Banks and the Borrowers. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lender Banks, in the case of such notice given by the Agent, or (B) such Bank, in the case of such notice given by such Bank, to allow the Borrower Borrowers to select a Daily LIBOR Rate, in the case of Swing Line Loans, or select, convert to or renew a LIBOR Rate or LIBOR Advantage Rate shall be suspended until the Lender Agent shall have later notified the Borrower Borrowers, or such Bank shall have later notified the Agent, of the LenderAgent’s or such Bank’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Lender Agent makes a determination under subsection 2.10(a2.13(a) and the Borrower has Borrowers have previously notified the Lender Agent of its their selection of a Daily LIBOR Rate Loan, in the case of Swing Line Loans, or their selection, conversion to or renewal of a LIBOR Rate or LIBOR Advantage Rate and such interest rate has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of a Base Rate Loan to the extent permitted hereunder. If the Lender any Bank notifies the Borrower Agent of a determination under subsection 2.10(b2.13(b), the Borrower Borrowers shall, subject to the Borrower’s Borrowers’ indemnification obligations under subsection 2.152.18 as to any Loan of the Bank to which a LIBOR Rate or a Daily LIBOR Rate applies, either (i) convert all LIBOR Loans and LIBOR Advantage Loans to Base Rate Loans or (ii) prepay all LIBOR Loans and LIBOR Advantage Loans in accordance with Section 2.12, in each case on the date specified in such noticenotice either (i) as applicable, convert such Loan to the Base Rate, or (ii) prepay such Loan in accordance with Section 2.15. Absent due notice from the Borrower Borrowers of conversion or prepayment, such LIBOR Loans and LIBOR Advantage Loans Loan shall automatically be converted to the Base Rate Loans upon such specified date.

Libor Rate Unascertainable Illegality Increased Costs Deposits Not Available. (a) The Lender Agent shall have the rights specified in subsection 2.10(c2.13(c) if on any date on which a LIBOR Rate or LIBOR Advantage Rate would otherwise be determined, the Lender Agent shall have determined that that: (i) adequate and reasonable means do not exist for ascertaining such LIBOR Rate or LIBOR Advantage Rate, as applicable or ; or (ii) a contingency has occurred which materially and adversely affects the secondary market for negotiable certificates of deposit maintained by dealers of recognized standing relating to the London interbank eurodollar LIBOR market relating to the LIBOR Rate or the LIBOR Advantage Rate, as applicable. (b) The Lender Agent shall have the rights specified in subsection 2.10(c2.13(c) if at any timetime any Bank shall have determined that: (i) the Lender shall have determined that the making, maintenance or funding of any Revolver Loan to which a LIBOR Rate or LIBOR Advantage Rate applies has been made unlawful by compliance by the Lender such Bank in good faith with any Law or any interpretation or application thereof by any Governmental Authority or with any request or directive of any such Governmental Authority (whether or not having the force of Law), or (ii) the Lender shall have determined that the making, maintenance or funding of any Revolver Loan to which a LIBOR Rate or LIBOR Advantage Rate applies has been made impracticable by compliance by the Lender such Bank in good faith with any Law or any interpretation or application thereof by any Governmental Authority or with any request or directive of any such Governmental Authority (whether or not having the force of Law), or (iii) the Lender shall have determined that such LIBOR Rate or LIBOR Advantage Rate will not adequately and fairly reflect the cost to the Lender such Bank of the establishment or maintenance of any such Revolver Loan, orthe (iv) the Lender shall have determined that after making all reasonable efforts, deposits of the relevant amount in Dollars or in the Optional Currency (as applicable) for the relevant Interest Period for a Revolver Loan, Loan to which a LIBOR Rate applies, applies are not available to the Lender, or to banks generally, such Bank in the London interbank eurodollar market. (c) In the case of any event specified in subsection 2.10(a) or 2.13 (ba) above, the Lender Agent shall promptly so notify the Banks and the Borrower thereof, and in the case of an event specified in subsection 2.13(b) above, such Bank(s) shall promptly so notify the Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Agent shall promptly send copies of such notice and certificate to the other Banks and the Borrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lender Banks, in the case of such notice given by the Agent, or (B) such Bank(s), in the case of such notice given by such Bank(s), to allow the Borrower to select select, convert to or renew a LIBOR Rate or LIBOR Advantage Rate select an Optional Currency (as applicable) shall be suspended until the Lender Agent shall have later notified the Borrower Borrower, or such Bank(s) shall have later notified the Agent, of the Lender’s Agent's or such Bank(s)', as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Lender Agent makes a determination under subsection 2.10(a2.13 (a) and the Borrower has previously notified the Lender Agent of its their selection of, conversion to or renewal of a LIBOR Rate or LIBOR Advantage Rate and such interest rate has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of a Base Rate Loan to the extent permitted hereunder. If the Lender any Bank notifies the Borrower Agent of a determination under subsection 2.10(b2.13(b), the Borrower shall, subject to the Borrower’s 's indemnification obligations under subsection 2.152.18 as to any Loan of the Bank to which a LIBOR Rate applies, either (i) convert all LIBOR Loans and LIBOR Advantage Loans to Base Rate Loans or (ii) prepay all LIBOR Loans and LIBOR Advantage Loans in accordance with Section 2.12, in each case on the date specified in such noticenotice either (i) as applicable, convert such Loan (if not denominated in an Optional Currency) to the Base Rate or select a different Optional Currency or Dollars, or (ii) prepay such Loan in accordance with Section 2.15. Absent due notice from the Borrower of conversion or prepayment, such LIBOR Loans and LIBOR Advantage Loans Loan shall automatically be converted to the Base Rate Loans upon such specified datedate unless such Loan is in an Optional Currency in which case such Loan shall be prepaid.