Common use of Termination of LIBOR Advances Clause in Contracts

Termination of LIBOR Advances. (1) If at any time a Lender determines, acting reasonably, (which determination will be conclusive and binding on the Borrowers) that: (a) the LIBO Rate does not adequately reflect the effective cost to the Lender of making or maintaining a LIBOR Advance; or (b) it cannot readily obtain or retain funds in the London interbank market in order to fund or maintain any LIBOR Advance for a LIBOR Interest Period selected by a Borrower or cannot otherwise perform its obligations hereunder with respect to any LIBOR Advance for any such period; then the Lender will inform the Agent and upon at least four Business Days written notice by the Agent to such Borrower, and (c) the right of a Borrower to request LIBOR Advances for such period from that Lender will be and remain suspended until the Agent notifies such Borrower that any condition causing such determination no longer exists; and (d) if the Lender is prevented from maintaining a LIBOR Advance, the applicable Borrower will, at its option, either repay the LIBOR Advance to that Lender or convert the LIBOR Advance into other forms of Advance which are permitted by this Agreement, and the Borrowers will be responsible for any loss or expense that the Lender incurs as a result, including Breakage Costs, if the Lender is prevented from maintaining a LIBOR Advance. (2) If at any time the Agent determines that the LIBO Rate is not determinable pursuant to clause (a) or (b) in the definition of “LIBO Rate”, the Agent will so notify the Borrowers, and the right of the Borrowers to request LIBOR Advances for such period will be and remain suspended until the Agent notifies the Borrowers that any condition causing such determination no longer exists.

Termination of LIBOR Advances. (1) If at any time a Lender determines, acting reasonably, determines in good faith and on reasonable grounds (which determination will shall be conclusive and binding on the BorrowersBorrower) that: (a) adequate and reasonable means do not exist for ascertaining the LIBO Rate applicable to a LIBOR Advance; (b) the LIBO Rate does not adequately reflect the effective cost to the Lender of making or maintaining a LIBOR Advance, except as a result of the Lender failing to obtain a deposit in the amount and for the term of the LIBOR Advance; or (bc) it cannot readily obtain or retain funds in the London interbank market in order to fund or maintain any LIBOR Advance for a LIBOR Interest Period selected by a Borrower or cannot otherwise perform its obligations hereunder with respect to any LIBOR Advance for any such period; Advance, then the Lender will inform the Agent and upon at least four Business Days written notice by the Agent to such the Borrower, and, (cd) the right of a the Borrower to request LIBOR Advances for such period from that Lender will shall be and remain suspended until the Agent notifies such the Borrower that any condition causing such determination no longer exists; , and (de) if the Lender is prevented from maintaining a LIBOR Advance, the applicable Borrower willshall, at its option, either repay the LIBOR Advance Advances owing by it to that Lender or convert the LIBOR Advance Advances into other forms of Advance which are permitted by this Agreement, and but the Borrowers will Borrower shall be responsible for any loss or expense that the Lender incurs as a result, including Breakage Costs, breakage costs if the Lender is prevented from maintaining a LIBOR AdvanceAdvance for reasons beyond its control. (2) If at any time the Agent determines that the LIBO Rate is not determinable pursuant to clause (a) or (b) in the definition of “LIBO Rate”, the Agent will so notify the Borrowers, and the right of the Borrowers to request LIBOR Advances for such period will be and remain suspended until the Agent notifies the Borrowers that any condition causing such determination no longer exists.

Termination of LIBOR Advances. (1) If at any time a the Lender determines, acting reasonably, (which determination will be conclusive determines in good faith and binding on the Borrowers) reasonable grounds that: (a) adequate and reasonable means do not exist for ascertaining the LIBO Rate applicable to a LIBOR Advance; (b) the LIBO Rate does not adequately reflect the effective cost to the Lender of making or maintaining a LIBOR Advance, except as a result of the Lender failing to obtain a deposit in the amount and for the term of the LIBOR Advance; or (bc) it cannot readily obtain or retain funds in the London interbank market in order to fund or maintain any LIBOR Advance for a LIBOR Interest Period selected by a Borrower or cannot otherwise perform its obligations hereunder with respect to any LIBOR Advance for any such periodbecause of a contingency, circumstance or event of nature beyond the control of the Lender; then the Lender will inform the Agent and upon at least four Business Days written notice by the Agent Lender to such the Borrower, and, (cd) the right of a the Borrower to request LIBOR Advances for such period from that the Lender will shall be and remain suspended until the Agent Lender notifies such the Borrower that any condition causing such determination no longer exists; and (de) if the Lender is prevented from maintaining a LIBOR Advance, the applicable Borrower willshall, at its option, either repay the LIBOR Advance Advances owing by it to that the Lender or convert the LIBOR Advance Advances into other forms of Advance which are permitted by this Agreement, and but (except in the Borrowers will case of a determination by the Lender under Section 5.7(b)) the Borrower shall be responsible for any loss or expense that the Lender incurs as a result, including Breakage Costs, if the Lender is prevented from maintaining a LIBOR Advancebreakage costs. (2) If at any time the Agent determines that the LIBO Rate is not determinable pursuant to clause (a) or (b) in the definition of “LIBO Rate”, the Agent will so notify the Borrowers, and the right of the Borrowers to request LIBOR Advances for such period will be and remain suspended until the Agent notifies the Borrowers that any condition causing such determination no longer exists.

Termination of LIBOR Advances. (1a) If at any time a Lender determines, acting reasonably, (which determination will shall be conclusive and binding on the BorrowersBorrower) that: (ai) the LIBO Rate does not adequately reflect the effective cost to the Lender of making or maintaining a LIBOR Advance; or (bii) it cannot readily obtain or retain funds in the London interbank market in order to fund or maintain any LIBOR Advance for a LIBOR Interest Period selected by a the Borrower or cannot otherwise perform its obligations hereunder with respect to any LIBOR Advance for any such period; then the Lender will shall inform the Agent and upon at least four Business (4) Banking Days written notice by the Agent to such the Borrower, ; and (ciii) the right of a the Borrower to request LIBOR Advances for such period from that Lender will shall be and remain suspended until the Agent notifies such the Borrower that any condition causing such determination no longer exists; and (div) if the Lender is prevented from maintaining a LIBOR Advance, the applicable Borrower willshall, at its option, either repay the LIBOR Advance to that Lender or convert the LIBOR Advance into other forms of Advance which are permitted by this Agreement, and the Borrowers will Borrower shall be responsible for any loss or expense that the Lender incurs as a result, including Breakage Costsbreakage costs, if the Lender is prevented from maintaining a LIBOR Advance. (2b) If at any time the Agent determines that the LIBO Rate is not determinable pursuant to clause (a) or (b) in the definition of “LIBO Rate”, the Agent will shall so notify the BorrowersBorrower, and the right of the Borrowers Borrower to request LIBOR Advances for such period will shall be and remain suspended until the Agent notifies the Borrowers Borrower that any condition causing such determination no longer exists. (c) Notwithstanding anything to the contrary herein or in any other Loan Document:

Termination of LIBOR Advances. (1) If at any time a Lender determines, acting reasonably, (which determination will shall be conclusive and binding on the BorrowersBorrower) that: (a) the LIBO Rate does not adequately reflect the effective cost to the Lender of making or maintaining a LIBOR Advance; or (b) it cannot readily obtain or retain funds in the London interbank market in order to fund or maintain any LIBOR Advance for a LIBOR Interest Period selected by a the Borrower or cannot otherwise perform its obligations hereunder with respect to any LIBOR Advance for any such period; then the Lender will shall inform the Agent and upon at least four two (2) Business Days written notice by the Agent to such the Borrower, and (c) the right of a the Borrower to request LIBOR Advances for such period from that Lender will shall be and remain suspended until the Agent notifies such the Borrower that any condition causing such determination no longer exists; and (d) if the Lender is prevented from maintaining a LIBOR Advance, the applicable Borrower willshall, at its option, either repay the LIBOR Advance to that Lender or convert the LIBOR Advance into other forms of Advance which are permitted by this Agreement, and the Borrowers will Borrower shall be responsible for any loss or expense that the Lender incurs as a result, including Breakage Costs, if the Lender is prevented from maintaining a LIBOR Advance. (2) If at any time the Agent determines that the LIBO Rate is not determinable pursuant to clause (a) or (b) in the definition of “LIBO Rate”, the Agent will shall so notify the BorrowersBorrower, and the right of the Borrowers Borrower to request LIBOR Advances for such period will shall be and remain suspended until the Agent notifies the Borrowers Borrower that any condition causing such determination no longer exists.

Termination of LIBOR Advances. (1a) If at any time a Lender determines, acting reasonably, (which determination will shall be conclusive and binding on the BorrowersBorrower) that: (ai) the LIBO Rate does not adequately reflect the effective cost to the Lender of making or maintaining a LIBOR Advance; or (bii) it cannot readily obtain or retain funds in the London interbank market in order to fund or maintain any LIBOR Advance for a LIBOR Interest Period selected by a the Borrower or cannot otherwise perform its obligations hereunder with respect to any LIBOR Advance for any such period; then the Lender will shall inform the Agent and upon at least four Business (4) Banking Days written notice by the Agent to such the Borrower, ; and (ciii) the right of a the Borrower to request LIBOR Advances for such period from that Lender will shall be and remain suspended until the Agent notifies such the Borrower that any condition causing such determination no longer exists; and (div) if the Lender is prevented from maintaining a LIBOR Advance, the applicable Borrower willshall, at its option, either repay the LIBOR Advance to that Lender or convert the LIBOR Advance into other forms of Advance which are permitted by this Agreement, and the Borrowers will Borrower shall be responsible for any loss or expense that the Lender incurs as a result, including Breakage Costsbreakage costs, if the Lender is prevented from maintaining a LIBOR Advance. (2b) If at any time the Agent determines that the LIBO Rate is not determinable pursuant to clause (a) or (b) in the definition of “LIBO Rate”, the Agent will shall so notify the BorrowersBorrower, and the right of the Borrowers Borrower to request LIBOR Advances for such period will shall be and remain suspended until the Agent notifies the Borrowers Borrower that any condition causing such determination no longer exists. (c) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Agent and the Borrower may amend this Agreement to replace the LIBO Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Banking Day after the Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Agent written notice that such Required Lenders accept such amendment. No replacement of the LIBO Rate with a Benchmark Replacement pursuant to this Section 6.9(c) will occur prior to the applicable Benchmark Transition Start Date. In connection with the implementation of a Benchmark Replacement, the Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement. The Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or Lenders pursuant to this Section 6.9(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 6.9(c):

Termination of LIBOR Advances. (1) If at any time a Lender determines, acting reasonably, (which determination will shall be conclusive and binding on the BorrowersBorrower) that: (a) the LIBO Rate does not adequately reflect the effective cost to the Lender of making or maintaining a LIBOR Advance; or (b) it cannot readily obtain or retain funds in the London interbank market in order to fund or maintain any LIBOR Advance for a LIBOR Interest Period selected by a the Borrower or cannot otherwise perform its obligations hereunder with respect to any LIBOR Advance for any such period; then the Lender will shall inform the Agent and upon at least four (4) Business Days written notice by the Agent to such the Borrower, and, (c) the right of a the Borrower to request LIBOR Advances for such period from that Lender will shall be and remain suspended until the Agent notifies such the Borrower that any condition causing such determination no longer exists; and (d) if the Lender is prevented from maintaining a LIBOR Advance, the applicable Borrower willshall, at its option, either repay the LIBOR Advance to that Lender or convert the LIBOR Advance into other forms of Advance which are permitted by this Agreement, and the Borrowers will Borrower shall be responsible for any loss or expense that the Lender incurs as a result, including Breakage Costs, if the Lender is prevented from maintaining a LIBOR Advance. (2) If at any time the Agent determines that the LIBO Rate is not determinable pursuant to clause (a) or (b) in the definition of “LIBO Rate”, the Agent will shall so notify the BorrowersBorrower, and the right of the Borrowers Borrower to request 25 LIBOR Advances for such period will shall be and remain suspended until the Agent notifies the Borrowers Borrower that any condition causing such determination no longer exists.

Termination of LIBOR Advances. (1) If at any time a Lender determines, acting reasonably, (which determination will shall be conclusive and binding on the BorrowersBorrower) that: (a) the LIBO Rate does not adequately reflect the effective cost to the Lender of making or maintaining a LIBOR Advance; or (b) it cannot readily obtain or retain funds in the London interbank market in order to fund or maintain any LIBOR Advance for a LIBOR Interest Period selected by a the Borrower or cannot otherwise perform its obligations hereunder with respect to any LIBOR Advance for any such period; then the Lender will shall inform the Agent and upon at least four (4) Business Days written notice by the Agent to such the Borrower, and, (c) the right of a the Borrower to request LIBOR Advances for such period from that Lender will shall be and remain suspended until the Agent notifies such the Borrower that any condition causing such determination no longer exists; and (d) if the Lender is prevented from maintaining a LIBOR Advance, the applicable Borrower willshall, at its option, either repay the LIBOR Advance to that Lender or convert the LIBOR Advance into other forms of Advance which are permitted by this Agreement, and the Borrowers will Borrower shall be responsible for any loss or expense that the Lender incurs as a result, including Breakage Costs, if the Lender is prevented from maintaining a LIBOR Advance. (2) If at any time the Agent determines that the LIBO Rate is not determinable pursuant to clause (a) or (b) in the definition of “LIBO Rate”, the Agent will shall so notify the BorrowersBorrower, and the right of the Borrowers Borrower to request LIBOR Advances for such period will shall be and remain suspended until the Agent notifies the Borrowers Borrower that any condition causing such determination no longer exists.

Termination of LIBOR Advances. (1) If at any time a Lender determines, acting reasonably, (which determination will shall be conclusive and binding on the BorrowersBorrower) that: (a) adequate and fair means do not exist for ascertaining the LIBO Rate does not adequately reflect the effective cost applicable to the Lender of making or maintaining a LIBOR Advance; (b) the costs to such Lender of making, funding or maintaining the LIBOR Advance are increased or the income receivable by such Lender is reduced and the Lender notifies the Borrower that the Lender is not adequately compensated for such increase costs or reduced income by the payment of Additional Compensation pursuant to Section 13.14; (c) the making of a LIBOR Advance has become impracticable by reason of circumstances with materially or adversely affect the London interbank market; or (bd) it candeposits in U.S. Dollars are not readily obtain or retain funds available to such Lender in the London interbank market in order sufficient amounts in the ordinary course of business for the applicable period to make, fund or maintain any the LIBOR Advance for a LIBOR Interest Period selected by a Borrower or cannot otherwise perform its obligations hereunder with respect to any LIBOR Advance for any during such period; , then such Lender shall notify the Lender will inform the Administrative Agent and upon at least four Business Days five Banking Days' written notice by the Administrative Agent to such the Borrower, and, (ce) the right of a the Borrower to request LIBOR Advances for such period from that Lender will shall be and remain suspended until the Administrative Agent notifies such the Borrower that any condition causing such determination no longer exists; , and (df) if the such Lender is prevented from maintaining a LIBOR Advance, the applicable Borrower willshall, at its option, either repay the LIBOR Advance to that Lender or convert Convert the LIBOR Advance into other forms of another Advance which are permitted by this Agreement, and the Borrowers will Borrower shall not be responsible for any loss or expense that the such Lender incurs as a result, including Breakage Costsbreakage costs, if notwithstanding that such repayment or Conversion does not occur on the Lender is prevented from maintaining last day of a LIBOR AdvancePeriod. (2) If at any time the Agent determines that the LIBO Rate is not determinable pursuant to clause (a) or (b) in the definition of “LIBO Rate”, the Agent will so notify the Borrowers, and the right of the Borrowers to request LIBOR Advances for such period will be and remain suspended until the Agent notifies the Borrowers that any condition causing such determination no longer exists.

Termination of LIBOR Advances. (1) If at any time a the Lender determines, acting reasonably, (which determination will shall be conclusive and binding on the Borrowers) that: (a) adequate and reasonable means do not exist for ascertaining the LIBO LIBOR Rate applicable to a LIBOR Advance; (b) the LIBOR Rate does not adequately reflect the effective cost to the such Lender of making or maintaining a LIBOR Advance; or, respectively; (bc) it cannot readily obtain or retain funds in the London interbank market in order to fund or maintain any LIBOR Advance Advance; (d) it is illegal for the Lender to make or maintain a LIBOR Interest Period selected by a Borrower or cannot otherwise perform its obligations hereunder with respect to any LIBOR Advance for any such period; Advance, then the Lender will inform the Agent and upon at least four three (3) Business Days Days' written notice by the Agent Lender to such Borrower, andthe Borrowers, (ce) the right of a Borrower the Borrowers to request LIBOR Advances for such period from that the Lender will shall be and remain suspended until the Agent Lender notifies such Borrower the Borrowers that any condition causing such determination no longer exists; , and (df) if the Lender is prevented from maintaining a LIBOR Advance, the applicable Borrower willBorrowers, or Borrower, as applicable, shall, at its their option, either repay the LIBOR Advance to that the Lender or convert the LIBOR Advance into other forms of Advance which are permitted by this Agreement, and the Borrowers will Borrowers, or Borrower, as applicable, shall be responsible for any loss or expense that the Lender incurs as a result, including Breakage Costsbreakage costs, if such repayment or conversion does not occur on the Lender is prevented from maintaining last day of a LIBOR AdvancePeriod. (2) If at any time the Agent determines that the LIBO Rate is not determinable pursuant to clause (a) or (b) in the definition of “LIBO Rate”, the Agent will so notify the Borrowers, and the right of the Borrowers to request LIBOR Advances for such period will be and remain suspended until the Agent notifies the Borrowers that any condition causing such determination no longer exists.