Common use of Provisions Relating to Daily Adjusting LIBOR Rate Clause in Contracts

Provisions Relating to Daily Adjusting LIBOR Rate. (a) If the Agent or the Required Buyers (after consultation with the Agent) shall determine in good faith that, (a) it is or they are unable to determine or ascertain the Daily Adjusting LIBOR Rate, or (b) by reason of circumstances affecting the foreign exchange and interbank markets generally, deposits in eurodollars in the applicable amounts or for the relative maturities are not being offered to Agent or such Buyers, or (c) the Daily Adjusting LIBOR Rate will not accurately or fairly cover or reflect the cost of making, maintaining or funding any Transaction based upon the Daily Adjusting LIBOR Rate, then Agent shall forthwith give notice thereof to the Seller. Thereafter, until Agent notifies the Seller that such conditions or circumstances no longer exist, the Prime Referenced Rate shall be the applicable interest rate for all Transactions during such period of time, and each Transaction which bears interest at or by reference to the Daily Adjusting LIBOR Rate shall automatically be converted into an Advance which bears interest at or by reference to the Daily Adjusting LIBOR Rate. (b) If, after the date of this Agreement, the adoption or introduction of, or any change in, any applicable law, rule or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any of the Buyers (or any of their respective LIBOR Lending Offices) with any request or directive (whether or not having the force of law) of any such authority, shall make it unlawful or impossible for any of the Buyers (or any of their respective LIBOR Lending Offices) to honor its obligations hereunder to make or maintain any Transaction which bears interest at or by reference to the Daily Adjusting LIBOR Rate, such Buyer shall give notice thereof to the Seller and the Agent. Thereafter, until such Buyer notifies the Seller that such conditions or circumstances no longer exist, the Prime Referenced Rate shall be the applicable interest rate for all Transactions hereunder during such period of time, and if any of the Buyers may not lawfully continue to maintain any existing Transaction which bears interest at or by reference to the Daily Adjusting LIBOR Rate, the applicable Transaction shall immediately be converted to an Advance which bears interest at or by reference to the Prime Referenced Rate. For purposes of this Section, a change in law, rule, regulation, interpretation or administration shall include, without limitation, any change made or which becomes effective on the basis of a law, rule, regulation, interpretation or administration presently in force, the effective date of which change is delayed by the terms of such law, rule, regulation, interpretation or administration.

Provisions Relating to Daily Adjusting LIBOR Rate. (a) If Except as may be otherwise expressly provided in Section 6.8, if the Agent or the Required Buyers (after consultation with the Agent) shall determine in good faith that, (ai) it is or they are unable to determine or ascertain the Daily Adjusting LIBOR Rate, or (bii) by reason of circumstances affecting the foreign exchange and interbank markets generally, deposits in eurodollars in the applicable amounts or for the relative maturities are not being offered to Agent or such Buyers, or (ciii) the Daily Adjusting LIBOR Rate will not accurately or fairly cover or reflect the cost of making, maintaining or funding any Transaction based upon the Daily Adjusting LIBOR Rate, then Agent shall forthwith give notice thereof to the Seller. Thereafter, until Agent notifies the Seller that such conditions or circumstances no longer exist, the Prime Referenced Rate shall be the applicable interest rate Pricing Rate for all Transactions during such period of time, and each Transaction which bears interest at or by reference to the Daily Adjusting LIBOR Rate shall automatically be converted into an Advance which bears interest at or by reference to the Daily Adjusting LIBOR Rate. (b) IfExcept as may be otherwise expressly provided in Section 6.8, after the date of this Agreement, the adoption or introduction of, or if any change in, any applicable law, rule or regulation or Change in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any of the Buyers (or any of their respective LIBOR Lending Offices) with any request or directive (whether or not having the force of law) of any such authority, Law shall make it unlawful or impossible for any of the Buyers (or any of their respective LIBOR Lending Offices) to honor its obligations hereunder to make or maintain any Transaction which bears interest at or by reference to the Daily Adjusting LIBOR Rate, such Buyer shall give notice thereof to the Seller and the Agent. Thereafter, until such Buyer notifies the Seller that such conditions or circumstances no longer exist, the Prime Referenced Rate shall be the applicable interest rate Pricing Rate for all Transactions hereunder during such period of time, and if any of the Buyers may not lawfully continue to maintain any existing Transaction which bears interest with a Pricing Rate determined at or by reference to the Daily Adjusting LIBOR Rate, the applicable Transaction shall immediately be converted to an Advance which bears interest at or a Transaction with a Pricing Rate determined by reference to the Prime Referenced Rate. For purposes of this Section, a change in law, rule, regulation, interpretation or administration shall include, without limitation, any change made or which becomes effective on the basis of a law, rule, regulation, interpretation or administration presently in force, the effective date of which change is delayed by the terms of such law, rule, regulation, interpretation or administration.

Provisions Relating to Daily Adjusting LIBOR Rate. (a) If the Agent or the Required Buyers (after consultation with the Agent) shall determine in good faith that, (ai) it is or they are unable to determine or ascertain the Daily Adjusting LIBOR Rate, or (bii) by reason of circumstances affecting the foreign exchange and interbank markets generally, deposits in eurodollars in the applicable amounts or for the relative maturities are not being offered to Agent or such Buyers, or (ciii) the Daily Adjusting LIBOR Rate will not accurately or fairly cover or reflect the cost of making, maintaining or funding any Transaction based upon the Daily Adjusting LIBOR Rate, then Agent shall forthwith give notice thereof to the Seller. Thereafter, until Agent notifies the Seller that such conditions or circumstances no longer exist, the Prime Referenced Rate shall be the applicable interest rate Pricing Rate for all Transactions during such period of time, and each Transaction which bears interest at or by reference to the Daily Adjusting LIBOR Rate shall automatically be converted into an Advance which bears interest at or a Transaction with a Pricing Rate determined by reference to the Daily Adjusting LIBOR Prime Referenced Rate. (b) If, after the date of this Agreement, the adoption or introduction of, or If any change in, any applicable law, rule or regulation or Change in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any of the Buyers (or any of their respective LIBOR Lending Offices) with any request or directive (whether or not having the force of law) of any such authority, Law shall make it unlawful or impossible for any of the Buyers (or any of their respective LIBOR Lending Offices) to honor its obligations hereunder to make or maintain any Transaction which bears interest at or by reference to the Daily Adjusting LIBOR Rate, such Buyer shall give notice thereof to the Seller and the Agent. Thereafter, until such Buyer notifies the Seller that such conditions or circumstances no longer exist, the Prime Referenced Rate shall be the applicable interest rate Pricing Rate for all Transactions hereunder during such period of time, and if any of the Buyers may 47 Bodman_16842095_7 (c) If at any time the Agent or the Required Buyers (after consultation with the Agent) shall determine (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 6.7(a)(ii) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 6.7(a)(ii) have not lawfully continue arisen but the supervisor for the administrator of eurodollar rates or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which eurodollar rates shall no longer be used for determining interest rates for loans, then the Agent and Seller shall endeavor to maintain any existing Transaction which bears interest at or by reference establish an alternative to the Daily Adjusting LIBOR RateRate (together with any spread adjustment thereto) that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate (together with any spread adjustment thereto) and such other related changes to this Agreement as may be applicable (but for the applicable Transaction avoidance of doubt, such related changes shall immediately not include a reduction of the Applicable Margin unless agreed to by all Buyers in accordance with Section 22.6); provided that, if such alternate rate shall be converted less than seventy-five hundredths of one percent (.75%) per annum, such rate shall be deemed to be seventy- five hundredths of one percent (.75%) per annum for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 22.6, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Agent shall not have received, within ten (10) Business Days of the date notice of such alternate rate is provided to the Buyers, a written notice from the Required Buyers stating that such Required Buyers object to such amendment. Until an Advance which bears interest at or by reference to alternate rate shall be determined in accordance with this paragraph (c), the Prime Referenced RateRate shall be the applicable Pricing Rate for all Transactions. For purposes of this Section, a change in law, rule, regulation, interpretation or administration shall include, without limitation, any change made or which becomes effective on the basis of a law, rule, regulation, interpretation or administration presently in force, the effective date of which change is delayed by the terms of such law, rule, regulation, interpretation or administrationSection 7.

Provisions Relating to Daily Adjusting LIBOR Rate. (a) If the Agent or the Required Buyers (after consultation with the Agent) shall determine in good faith that, (a) it is or they are unable to determine or ascertain the Daily Adjusting LIBOR Rate, or (b) by reason of circumstances affecting the foreign exchange and interbank markets generally, deposits in eurodollars in the applicable amounts or for the relative maturities are not being offered to Agent or such Buyers, or (c) the Daily Adjusting LIBOR Rate will not accurately or fairly cover or reflect the cost of making, maintaining or funding any Transaction based upon the Daily Adjusting LIBOR Rate, then Agent shall forthwith give notice thereof to the Seller. Thereafter, until Agent notifies the Seller that such conditions or circumstances no longer exist, the Prime Referenced Rate shall be the applicable interest rate Pricing Rate for all Transactions during such period of time, and each Transaction which bears interest at or by reference to the Daily Adjusting LIBOR Rate shall automatically be converted into an Advance which bears interest at or a Transaction with a Pricing Rate determined by reference to the Daily Adjusting LIBOR Prime Referenced Rate. (b) If, after the date of this Agreement, the adoption or introduction of, or If any change in, any applicable law, rule or regulation or Change in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any of the Buyers (or any of their respective LIBOR Lending Offices) with any request or directive (whether or not having the force of law) of any such authority, Law shall make it unlawful or impossible for any of the Buyers (or any of their respective LIBOR Lending Offices) to honor its obligations hereunder to make or maintain any Transaction which bears interest at or by reference to the Daily Adjusting LIBOR Rate, such Buyer shall give notice thereof to the Seller and the Agent. Thereafter, until such Buyer notifies the Seller that such conditions or circumstances no longer exist, the Prime Referenced Rate shall be the applicable interest rate Pricing Rate for all Transactions hereunder during such period of time, and if any of the Buyers may not lawfully continue to maintain any existing Transaction which bears interest with a Pricing Rate determined at or by reference to the Daily Adjusting LIBOR Rate, the applicable Transaction shall immediately be converted to an Advance which bears interest at or a Transaction with a Pricing Rate determined by reference to the Prime Referenced Rate. For purposes of this Section, a change in law, rule, regulation, interpretation or administration shall include, without limitation, any change made or which becomes effective on the basis of a law, rule, regulation, interpretation or administration presently in force, the effective date of which change is delayed by the terms of such law, rule, regulation, interpretation or administration. 7 Taxes.

Provisions Relating to Daily Adjusting LIBOR Rate. (a) If the Agent or the Required Buyers (after consultation with the Agent) shall determine in good faith that, (a) it is or they are unable to determine or ascertain the Daily Adjusting LIBOR Rate, or (b) by reason of circumstances affecting the foreign exchange and interbank markets generally, deposits in eurodollars in the applicable amounts or for the relative maturities are not being offered to Agent or such Buyers, or (c) the Daily Adjusting LIBOR Rate will not accurately or fairly cover or reflect the cost of making, maintaining or funding any Transaction based upon the Daily Adjusting LIBOR Rate, then Agent shall forthwith give notice thereof to the Seller. Thereafter, until Agent notifies the Seller that such conditions or circumstances no longer exist, the Prime Referenced Rate shall be the applicable interest rate Pricing Rate for all Transactions during such period of time, and each Transaction which bears interest at or by reference to the Daily Adjusting LIBOR Rate shall automatically be converted into an Advance which bears interest at or a Transaction with a Pricing Rate determined by reference to the Daily Adjusting LIBOR Prime Referenced Rate. (b) If, after the date of this Agreement, the adoption or introduction of, or If any change in, any applicable law, rule or regulation or Change in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any of the Buyers (or any of their respective LIBOR Lending Offices) with any request or directive (whether or not having the force of law) of any such authority, Law shall make it unlawful or impossible for any of the Buyers (or any of their respective LIBOR Lending Offices) to honor its obligations hereunder to make or maintain any Transaction which bears interest at or by reference to the Daily Adjusting LIBOR Rate, such Buyer shall give notice thereof to the Seller and the Agent. Thereafter, until such Buyer notifies the Seller that such conditions or circumstances no longer exist, the Prime Referenced Rate shall be the applicable interest rate Pricing Rate for all Transactions hereunder during such period of time, and if any of the Buyers may not lawfully continue to maintain any existing Transaction which bears interest with a Pricing Rate determined at or by reference to the Daily Adjusting LIBOR Rate, the applicable Transaction shall immediately be converted to an Advance which bears interest at or a Transaction with a Pricing Rate determined by reference to the Prime Referenced Rate. For purposes of this Section, a change in law, rule, regulation, interpretation or administration shall include, without limitation, any change made or which becomes effective on the basis of a law, rule, regulation, interpretation or administration presently in force, the effective date of which change is delayed by the terms of such law, rule, regulation, interpretation or administration.,