LIBOR Unavailability. If the Bank determines in good faith (which determination shall be conclusive, absent manifest error) prior to the commencement of any Interest Period that (i) the making or maintenance of any LIBOR Loan would violate any applicable law, rule, regulation or directive, whether or not having the force of law, (ii) United States dollar deposits in the principal amount, and for periods equal to the Interest Period for funding any LIBOR Loan are not available in the London Interbank Eurodollar market in the ordinary course of business, (iii) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the LIBOR Rate to be applicable to the relevant LIBOR Loan, or (iv) the LIBOR Rate does not accurately reflect the cost to the Bank of a LIBOR Loan, the Bank shall promptly notify the Borrower thereof and, so long as the foregoing conditions continue, none of the Loans may be advanced as a LIBOR Loan thereafter. In addition, at the Borrower’s option, each existing LIBOR Loan shall be immediately (i) converted to a Prime Loan on the last Business Day of the then existing Interest Period, or (ii) due and payable on the last Business Day of the then existing Interest Period, without further demand, presentment, protest or notice of any kind, all of which are hereby waived by the Borrower.
LIBOR Unavailability. If the Bank determines in good faith (which determination shall be conclusive, absent manifest error) prior to the commencement of any Interest Period that (i) United States dollar deposits of sufficient amount and maturity for funding any LIBOR Loan are not available to the Bank in the London Interbank Eurodollar market in the ordinary course of business, or (ii) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applicable to the relevant LIBOR Loan, the Bank shall promptly notify the Borrower thereof and, so long as the foregoing conditions continue, Loans may not be advanced as LIBOR Loans thereafter. In addition, at the Borrower’s option, each existing LIBOR Loan shall be immediately (i) converted to a Prime Loan on the last Business Day of the then existing Interest Period, or (ii) due and payable on the last Business Day of the then existing Interest Period, without further demand, presentment, protest or notice of any kind, all of which are hereby waived by the Borrower.
LIBOR Unavailability. If Bank determines, in its sole discretion, that the LIBOR Index (a) has been or imminently will be discontinued, (b) is no longer an industry accepted reference rate for loans of a similar type to the Loan and/or has been superseded by an alternative reference rate, or (c) is no longer representative or may not be used pursuant to a public statement by the administrator of the LIBOR Index or other regulatory authority (e.g., the Federal Reserve), in each case with respect to any type of loan or transaction, then Bank may select an alternative reference rate, which may reflect adjustments to the spread or margin (collectively, the “Substitute Index Rate”), to be used in lieu of the LIBOR Index based interest rate set forth in this Agreement (the “Pre-Substitute Rate”). Bank and Borrowers acknowledge that the discontinuation of the LIBOR Index is a future event over which neither Bank nor any Borrower has influence but which will necessarily affect the Pre-Substitute Rate. Accordingly, Bank shall use reasonable efforts to select a substitute Index rate that Bank in good faith believes is a practical means of preserving the party’s intent relative to the economics of the Pre-Substitute Rate. Notwithstanding the foregoing, the parties acknowledge that initially and/or over time, the Substitute Index Rate will differ from the Pre-Substitute Rate. In selecting the Substitute Index Rate, Bank shall consider to what extent and the manner in which industry standard accepted substitutes for the LIBOR Index has been established, and the parties agree that the different substitute Index Rates may be selected for different types of loans and transactions. Borrower agrees that Bank shall not be liable in any manner for the selection of a Substitute Index Rate provided Bank makes such selection in good faith. The Substitute Index Rate shall be in lieu of the Pre-Substitute Rate and all references in this Agreement to the Pre-Substitute Rate shall be deemed to refer to the Substitute Index Rate, effective as of the date specified by Bank, in a written notice given by Bank to Borrowers. To the extent practicable, such notice shall be given at least 30 days prior to the Effective Date. The Substitute Index Rate shall remain in effect from the effective date set forth in such notice until the Maturity Date as such date may be extended, unless such an instance occurs where the Substitute Index Rate is no longer available, in which case the provisions of this Section will aga...
LIBOR Unavailability. If the Bank determines in good faith (which determination shall be conclusive, absent manifest error) prior to the commencement of any Interest Period that (i) the making or maintenance of any Trailing Average LIBOR Loan would violate any applicable law, rule, regulation or directive, whether or not having the force of law, (ii) United States dollar deposits for one-month Interest Periods in the principal amount for funding any Trailing Average LIBOR Loan are not available in the London Interbank Eurodollar market in the ordinary course of business, (iii) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the Trailing Average LIBOR Rate to be applicable to the relevant Trailing Average LIBOR Loan, or (iv) the Trailing Average LIBOR Rate does not accurately reflect the cost to the Bank of a Trailing Average LIBOR Loan, the Bank shall promptly notify the Borrower thereof and, so long as the foregoing conditions continue, none of the Loans may be advanced as Trailing Average LIBOR Loans thereafter. In addition, at the Borrower’s option, each existing Trailing Average LIBOR Loan shall be immediately (i) converted to a Prime Loan, or (ii) due and payable without further demand, presentment, protest or notice of any kind, all of which are hereby waived by the Borrower.
LIBOR Unavailability. If the Bank determines in good faith (which determination shall be conclusive, absent manifest error) prior to the commencement of any Interest Period that (i) the making or maintenance of any Loan would violate any applicable law, rule, regulation or directive, whether or not having the force of law, (ii) United States dollar deposits in the principal amount, and for periods equal to the Interest Period for funding any Loan are not available in the London Interbank Eurodollar market in the ordinary course of business, (iii) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the LIBOR Rate to be applicable to the relevant Loan, or (iv) the LIBOR Rate does not accurately reflect the cost to the Bank of a Loan, the Bank shall promptly notify the Borrower thereof and, so long as the foregoing conditions continue, Bank may select an alternative, but similar index upon which to base the LIBOR Rate (the rate based on said alternate index is referred to herein as the “Alternate Rate”), and such determination by Bank shall be binding upon Borrower and all other Obligors.
LIBOR Unavailability. Notwithstanding anything to the contrary, LIBOR may be deemed by the Administrative Agent (in the Administrative Agent’s reasonable discretion) to be unavailable if the Administrative Agent determines (which determination shall be conclusive and binding on the Borrower) prior to the commencement of any Interest Accrual Period that:
LIBOR Unavailability. If the Lender determines in good faith (which determination shall be conclusive, absent manifest error) that (a) United States dollar deposits of sufficient amount and maturity for funding the loan evidenced by this Note are not available to the Lender in the London Interbank Eurodollar market in the ordinary course of business, or (b) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the LIBOR Rate, the Lender shall promptly notify the Borrower thereof. Thereafter the principal amount outstanding under this Note shall bear interest at the Prime Rate plus 3.75 percentage points on such date or such earlier date as required by law.
LIBOR Unavailability. Notwithstanding anything to the contrary,
LIBOR Unavailability. If the Agent or any Lender determines (which determination shall be conclusive, absent manifest error) prior to the commencement of any Interest Period that (i) United States dollar deposits of sufficient amount and maturity for funding any LIBOR Loan are not available to the Agent or such Lender in the London Interbank Eurodollar market in the ordinary course of business or (ii) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applicable to the relevant LIBOR Loan, the Agent shall promptly notify the Representative thereof and, so long as the foregoing conditions continue, Loans may not be advanced as a LIBOR Loan thereafter. In addition, at the Representative’s option, each existing LIBOR Loan shall immediately (i) be converted to a Prime Loan on the last Business Day of the then existing Interest Period or (ii) to the extent Representative has elected not to convert such existing LIBOR Loan(s) to a Prime Loan, such LIBOR Loan(s) shall be due and payable on the last Business Day of the then existing Interest Period, without further demand, presentment, protest or notice of any kind, all of which are hereby waived by the Borrowers.
LIBOR Unavailability. Notwithstanding anything to the contrary,(i) in the event that the Administrative Agent shall have reasonably determined in good faith that U.S. Dollar deposits in the principal amounts of the Advances are not generally available in the London interbank market, or that the Administrative Agent has been notified in writing by the Majority Lenders that the rates at which such U.S. Dollar deposits are being offered will not adequately and fairly in good faith reflect the cost to the Majority Lenders of making or maintaining loans at LIBOR, or that reasonable means do not exist for ascertaining LIBOR, the Administrative Agent shall, as soon as practicable thereafter, notify the Borrower and the Lenders of such determination (a “LIBOR Unavailability Notice”). The Administrative Agent may rescind any such LIBOR Unavailability Notice in the event that the circumstances giving rise to such notice no longer exist (such notice to be provided by the Administrative Agent promptly upon written notice of the Majority Lenders that the circumstances giving rise to such LIBOR Unavailability Notice have ceased to exist). Upon the Borrower’s receipt of a LIBOR Unavailability Notice, the Borrower may revoke any pending request for an Advance.
