Unavailability of LIBOR. If on any date on which Borrower seeks to establish a LIBOR Rate as the Applicable Interest Rate pursuant to Section 2.3 hereof or if Section 2.3(c) hereof applies, Agent determines (which determination shall be conclusive and binding upon Borrower) that (i) Dollar deposits in an amount approximately equal to the then outstanding principal balance of the Loan Portion bearing interest at a LIBOR Rate are not generally available at such time in the London interbank Eurodollar market for deposits in Eurodollars, (ii) reasonable means do not exist for ascertaining LIBOR, or (iii) the Applicable Interest Rate would be in excess of the maximum interest rate which Borrower may by law pay, Agent shall promptly give notice (the “Non-Availability Notice”) of such fact to Borrower and the option to convert to or to continue the Applicable Interest Rate on such Loan Portion as a LIBOR Rate shall be suspended until such time as such condition no longer exists. In the event that the option to elect, to convert to or to continue an Applicable Interest Rate as a LIBOR Rate shall be suspended as provided in this Section 2.9(a), effective upon the giving of the Non-Availability Notice, and if applicable, effective as of the first date that the applicable LIBOR Rate Period would otherwise be in effect pursuant to Section 2.3(c) hereof, interest on the Loan Portion for which a LIBOR Rate was to be determined shall be payable at the Base Rate, from and including the date of the giving of the Non-Availability Notice (or the date that such LIBOR Rate Period would otherwise be in effect pursuant to Section 2.3(c) hereof, if applicable) until 62528184 36 the Maturity Date or until any earlier date on which a LIBOR Rate shall become effective for such Loan Portion pursuant to Section 2.3 hereof following the giving of notice by Agent to Borrower that the conditions referred to in this Section 2.9(a) no longer exist.
Unavailability of LIBOR. If, at any time, the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in paragraph (a)(ii) of this Section 2.14 have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in paragraph (a)(ii) of this Section 2.14 have not arisen but the supervisor for the administrator of LIBOR or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to LIBOR that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans denominated in dollars in the United States at such time and the Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as the Administrative Agent may determine to be appropriate (but such related changes shall not include a reduction of the Applicable Margin). Notwithstanding anything to the contrary in Section 9.5, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days following the date on which a copy of such amendment shall have been provided to the Lenders, a written notice from the Requisite Lenders stating that such Lenders object to such amendment. Further, notwithstanding the foregoing, if any alternate reference rate established pursuant to this paragraph (d) (without giving effect to the Applicable Margin or any alternative spread that may have been agreed upon over the applicable Lenders’ deemed cost of funds) would otherwise be less than zero, then such rate shall be deemed to be zero for all purposes of this Agreement.
Unavailability of LIBOR. In the event that Agent reasonably and in good faith determines (which determination shall be conclusive and binding upon Borrowers) that (i) Dollar deposits in an amount approximately equal to the Loan are not generally available at such time in the London interbank Eurodollar market for deposits in Eurodollars, (ii) adequate and fair means do not exist for ascertaining a LIBOR Rate, (iii) such a LIBOR Rate would be in excess of the maximum interest rate which Borrowers may by law pay or (iv) that the LIBOR Rate does not adequately reflect such Lender’s costs of funds, Agent shall, within ten (10) Business Days after receipt of notice thereof from a Lender, give notice (the “Non-Availability Notice”) of such fact to Borrowers. Effective upon the giving of the Non-Availability Notice, the Loan shall bear interest at the Base Rate (or, when applicable, at the Default Rate), from and including the date of the giving of the Non-Availability Notice until the Maturity Date or until any earlier date on which the LIBOR Rate shall become effective for the Loan pursuant to Section 2.2 hereof following the giving of notice by Agent to Borrowers that the conditions referred to in this Section 2.7(a) no longer exist.
Unavailability of LIBOR. In the event that the Bank shall be unable to determine LIBOR, the Bank shall promptly notify the Client, whereupon the Client and the Bank shall commence negotiations with a view to finding a mutually acceptable solution. The Bank shall be under no obligation to pursue such negotiation after the expiry of a period of 30 days after the date of such notice. In the absence of agreement, the applicable reference rate shall be determined by the Bank as being the average (rounded up, if necessary, to the nearest 1/16 of 1% per annum) of the rates at which deposits are offered in the London inter-bank market by the Reference Banks two Business Days preceding the proposed Drawing Date at about 11.00 a.m. (London time) for a duration and in an amount equal to those of the relevant Drawing.
Unavailability of LIBOR. If prior to the commencement of any LIBOR Rate Period for a Borrowing:
(a) Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining LIBOR for such LIBOR Rate Period; or
(b) Agent determines (which determination shall be conclusive absent manifest error) that it shall become illegal to maintain the Loans or a portion thereof on the basis of one or more LIBOR Rates, then Agent shall give notice thereof to Borrowers and the Lenders by telephone or telecopy, as promptly as practicable thereafter and, until Agent notifies Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, the LIBOR Rate for such Borrowing shall be deemed to be equal to the Base Rate; provided, however, Borrowers shall continue to be obligated to make all payments which are required to be made under each Interest Rate Protection Agreement. Upon Agent’s determination (which determination shall be conclusive absent manifest error) that the circumstances giving rise to such notice no longer exist, Agent shall promptly notify Borrowers of same, and as soon as reasonably practicable after such notice, the Loans shall resume bearing Interest at the LIBOR Rate in accordance with this Agreement.
Unavailability of LIBOR. Notwithstanding anything to the contrary in this Agreement, neither Company shall be permitted to borrow or select LIBOR Loans or convert Base Rate Loans into LIBOR Loans.
Unavailability of LIBOR. If, at any time, (i) Bank shall ----------------------- determine that, by reason of circumstances affecting foreign exchange and interbank markets generally, LIBOR deposits in the applicable amounts are not being offered to Bank; or (ii) a new law, a revision in any existing law, or interpretation or administration (including reversals) thereof by any government authority, central bank or comparable agency shall make it unlawful or impossible for Bank to honor its obligations under this Agreement to provide the LIBOR Based Rate, then (A) Bank's obligation to make or maintain a LIBOR-based rate shall be suspended, and (B) all LIBOR-based rates shall immediately be converted to the Prime Rate. The rate of interest charged under the Loan Agreement following conversion to the Prime Rate shall change automatically and immediately as of the date of any change in the Prime Rate without notice to the Borrowers."
Unavailability of LIBOR. In the event that Agent shall determine that a LIBOR Unavailability Condition exists, then the Loan shall be converted from a LIBOR Loan to an Alternate Rate Loan, effective as of the commencement of the Interest Period following the date of such determination, and Agent shall give notice thereof to Borrower by telephone or electronic mail at least one day prior to the applicable Interest Determination Date. If, pursuant to this Section 2.2.1(c), any portion of the Loan has been converted to an Alternate Rate Loan and Agent thereafter determines that the LIBOR Unavailability Condition no longer exists (and no other LIBOR Unavailability Condition exists), at Agent’s option, the Loan shall be converted from an Alternate Rate Loan to a LIBOR Loan effective as of the commencement of the Interest Period following the date of such determination, and Agent shall give notice thereof to Borrower by telephone or electronic mail at least one day prior to the applicable Interest Determination Date. Borrower shall pay to Agent, promptly following demand, any additional amounts necessary to compensate Agent for any reasonable out-of-pocket costs incurred by Agent in making any conversion in accordance with this Section 2.2.1(c), including interest or fees payable by Agent to lenders of funds obtained by it in order to maintain a LIBOR Loan or an Alternate Loan hereunder. In the event the Note has been divided into multiple notes, upon any conversion of the Loan pursuant to this Section 2.2.1(c), the interest rates applicable to such notes shall be proportionately adjusted to reflect such conversion. In no event shall Borrower have the right to convert a LIBOR Loan to an Alternate Rate Loan.
Unavailability of LIBOR. In the event LIBOR is not available at any time, interest on the outstanding principal balance hereunder shall accrue at the Bank's Prime Rate (as defined below) minus fifty (50 b.p.) basis points; provided however, that following an Event of Default, interest on the outstanding principal balance hereunder shall accrue at the Default Rate.
Unavailability of LIBOR. If prior to the commencement of any LIBOR Rate Period for a Borrowing:
(a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining LIBOR for such LIBOR Rate Period; or
(b) the Administrative Agent is advised by the Required Lenders that LIBOR for such LIBOR Rate Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such LIBOR Rate Period; then the Administrative Agent shall give notice thereof to the Administrative Borrower and the Lenders by telephone or telecopy, as promptly as practicable thereafter and, until the Administrative Agent notifies the Administrative Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, the LIBOR Rate for such Borrowing shall be deemed to be equal to the Base Rate.
