LIBOR Unascertainable Clause Samples

LIBOR Unascertainable. Lender's obligation to maintain interest based on the LIBOR Rate shall be suspended and the Applicable Interest Rate shall be based on the Interest Rate Index (plus Margin) upon Lender's determination, in good faith, that adequate and reasonable means do not exist for ascertaining the LIBOR Rate or that a contingency has occurred which materially and adversely affects the London Interbank Eurodollar Market at which Lender prices loans (which determination by Lender shall be conclusive and binding on Borrower in the absence of manifest error). Computation of the Applicable Interest Rate based on the Interest Rate Index shall continue until Lender determines that the circumstances giving rise to Lender's substitution of the Interest Rate Index for the LIBOR Rate no longer exist. Lender shall promptly notify Borrower of each such determination.

LIBOR Unascertainable. If, on any date on which LIBOR would otherwise be determined, the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that: (a) adequate and reasonable means do not exist for ascertaining LIBOR, or (b) a contingency has occurred which materially and adversely affects the London interbank eurodollar market relating to LIBOR, or (c) the making, maintenance or funding of any portion of the Loan to which a LIBOR Rate Option applies has been made impracticable or unlawful by compliance by any 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 (d) such LIBOR Rate Option will not adequately and fairly reflect the cost to any Lender of the establishment or maintenance of such portion of the Loan, or (e) after making all reasonable efforts, deposits of the relevant amount in Dollars for the relevant Interest Period for any portion of the Loan to which a LIBOR Rate Option applies are not available to any Lender with respect to such portion of the Loan, or to lenders generally, in the London interbank eurodollar market, then, in the case of any event specified in subsections (a) or (b) above, the Administrative Agent shall promptly so notify the Lenders and the Borrower thereof, and in the case of an event specified in subsections (c), (d) or (e) above, such affected Lender 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 Borrower. Upon such date as shall be specified in any such notice (which shall not be earlier than the date such notice is given), the obligation of the Lenders in the case of a notice delivered by the Administrative Agent, or such Lender in the case of a notice delivered by a Lender, to allow the Borrower to select, Continue, or Convert to a Loan at the LIBOR Rate Option shall be suspended until the Administrative Agent shall have later notified the Borrower, or such affected Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination (which determination shall be conclusive absent manifest error) that the circumstances giving rise to such prev...

LIBOR Unascertainable. Lender’s obligation to maintain interest based on the LIBOR Rate shall be suspended and the Note Rate shall be based on the Interest Rate Index (plus Margin) upon Lender’s determination, in good faith, that adequate and reasonable means do not exist for ascertaining the LIBOR Rate or that a contingency has occurred which materially and adversely affects the London Interbank Eurodollar Market at which Lender prices loans (which determination by Lender shall be conclusive and binding on Borrowers in the absence of manifest error). Computation of the Note Rate based on the Interest Rate Index shall continue until Lender determines that the circumstances giving rise to ▇▇▇▇▇▇’s substitution of the Interest Rate Index for the LIBOR Rate no longer exists and Lender shall promptly notify Borrowers of such determination. For purposes hereof “Interest Rate Index” shall mean the weekly average yield on United States Treasury Securities adjusted to a constant maturity of one year, as made available by the Federal Reserve Board forty-five (45) days prior to each Note Rate Adjustment Date.

LIBOR Unascertainable. Lender’s obligation to maintain interest based on LIBOR shall be suspended and the Note Rate shall be based on the Interest Rate Index (plus Margin) upon ▇▇▇▇▇▇’s determination, in good faith, that adequate and reasonable means do not exist for ascertaining LIBOR or that a contingency has occurred which

LIBOR Unascertainable. Lender’s obligation to maintain interest based on the LIBOR Rate shall be suspended and the Applicable Interest Rate shall be based on the Interest Rate Index (plus Margin) upon Lender’s determination, in good faith, that adequate and reasonable means do not exist for ascertaining the LIBOR Rate (which determination by Lender shall be conclusive and binding on Borrower in the absence of manifest error). Computation of the Applicable Interest Rate based on the Interest Rate Index shall continue until Lender determines that the circumstances giving rise to Lender’s substitution of the Interest Rate Index for the LIBOR Rate no longer exist, in which event the Applicable Interest Rate shall be the LIBOR Rate commencing with the first day of the Interest Period next following such determination. Lender shall promptly notify Borrower of each such determination. For any period where the Applicable Interest Rate is based on the Interest Rate Index, the Margin shall be a rate equal to the Margin, less seven (7) basis points (0.07%).

LIBOR Unascertainable. If on any date on which the Note Rate would otherwise be set, Holder shall have determined in good faith (which determination shall be conclusive and binding on Borrower in the absence of manifest error) that (a) adequate and reasonable means do not exist for ascertaining the one month LIBOR, or (b) a contingency has occurred which materially and adversely affects the London Interbank Eurodollar Market, and, as a result, adversely affects how the Holder prices loans on the date on which the Note Rate is determined by Holder as set forth above, then, and in any such event, Holder may notify Borrower of such determination. 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 Holder to charge interest to Borrower at the Note Rate shall be suspended and the one month LIBOR shall automatically be converted to the "Index" of the weekly average yield on United States Treasury Securities adjusted to a constant maturity of one year, as made available by the Federal Reserve Board forty-five (45) days prior to the Rate Adjustment Date (the "Index"). Computation of the Note Rate based on the Index shall continue until Holder notifies Borrower that the circumstances which prompted the foregoing notice to Borrower no longer exist.

LIBOR Unascertainable. In the event that the Lender or any other Affected Party shall have determined in the exercise of its reasonable business judgment (which determination shall be conclusive and binding upon the Borrowers) that by reason of circumstances affecting the interbank LIBOR market, adequate and reasonable means do not exist for ascertaining LIBOR applicable for any Interest Period with respect to: (a) a proposed Loan that a Borrower has requested be made as a LIBOR Loan; (b) a LIBOR Loan that will result from the requested conversion of a Base Rate Loan into a LIBOR Loan; or (c) the continuation of LIBOR Loans beyond the expiration of the then current Interest Period with respect thereto, the Lender shall forthwith give written notice of such determination to the Borrowers at least one day prior to, as the case may be, the requested borrowing date for such LIBOR Loan, the conversion date of such Base Rate Loan or the last day of such Interest Period. If such notice is given (i) any requested LIBOR Loan shall be made as a Base Rate Loan, (ii) any Base Rate Loan that was to have been converted to a LIBOR Loan shall be continued as a Base Rate Loan, and (iii) any outstanding LIBOR Loan shall be converted, on the last day of then current Interest Period with respect thereto, to a Base Rate Loan. Until such notice has been withdrawn by the Lender, no further LIBOR Loan shall be made nor shall the Borrowers have the right to convert a Base Rate Loan to a LIBOR Loan.

LIBOR Unascertainable. If Administrative Agent advises by written notice thereof to Borrower and Lenders that an Alternative Rate Trigger has occurred, then each such Lender’s obligation to maintain interest based on LIBOR shall be suspended and the Interest Rate applicable to such Lender’s Note shall be based on the Alternative Rate. Computation of the Interest Rate based on the Alternative Rate for such Lender’s Note shall continue until Administrative Agent determines that the circumstances giving rise to Administrative Agent’s substitution of the Alternative Rate Index for LIBOR no longer exist. Administrative Agent shall promptly notify Borrower and Lenders of each such determination.

LIBOR Unascertainable. 59 Section 9.17 Extension For Payment....................................................................59 Section 9.18 Unlawfullness............................................................................59 Section 9.19 Indemnification..........................................................................60 Section 9.20 Regulatory Changes.......................................................................60 ARTICLE X Powers.................................................................................................61