Common use of Unavailability of LIBOR Rate Clause in Contracts

Unavailability of LIBOR Rate. Subject to Section 2.4(g), in the event that Lender shall have determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the LIBOR Rate (and LIBOR has not been succeeded by an Alternate Index as set forth in Section 2.4(g) below), then Lender shall forthwith give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) day prior to the last day of the related Interest Accrual Period. If such notice is given, the Loan, commencing with the first (1st) day of the next succeeding Interest Accrual Period, shall be converted to a Base Rate Loan bearing interest based on the Base Rate Interest Rate in effect on the related Determination Date, and thereafter the Interest Rate shall be the Base Rate Interest Rate. If, pursuant to the terms of this Agreement, the Loan has been converted to a Base Rate Loan and thereafter: (i) Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, Lender shall give notice thereof to Borrower, and the Base Rate Interest Rate shall convert to the LIBOR Rate effective on the first (1st) day of the next succeeding Interest Accrual Period; or (ii) if LIBOR cannot be determined and has been succeeded by an Alternate Index pursuant to Section 2.4(g) below, then Lender shall give notice thereof to Borrower and convert the Base Rate Loan to an Alternate Rate Loan by delivering to Borrower notice of such conversion no later than 11:00 a.m. (New York City Time), three (3) Business Days prior to the next succeeding Determination Date, in which event the Base Rate Loan shall be converted to an Alternate Rate Loan from, after and including the first day of the next succeeding Interest Accrual Period. Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to elect to convert a LIBOR Rate Loan to a Base Rate Loan, or to convert a Base Rate Loan to a LIBOR Rate Loan or an Alternate Rate Loan.

Unavailability of LIBOR Rate. Subject to Section 2.4(g), in In the event that Lender shall have determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the LIBOR Rate (and LIBOR has not been succeeded by an Alternate Index as set forth in Section 2.4(g) below)Rate, then Lender shall forthwith give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) day prior to the last day applicable Determination Date, with a written confirmation of the related Interest Accrual Periodsuch determination promptly thereafter. If such notice is given, the Loan, commencing with Loan shall bear interest at the Adjusted Prime Rate beginning on the first (1st) day of the next succeeding Interest Accrual Period, shall be converted to a Base Rate Loan bearing interest based on the Base Rate Interest Rate in effect on the related Determination Date, and thereafter the Interest Rate shall be the Base Rate Interest Rate. If, pursuant to the terms of this Agreement, the Loan has been converted to a Base the Adjusted Prime Rate Loan and thereafter: (i) Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, Lender shall give notice thereof to Borrower, and the Base Rate Interest Adjusted Prime Rate shall convert to the LIBOR Rate effective on the first (1st) day of the next succeeding Interest Accrual Period; or (ii) if LIBOR cannot be determined and has been succeeded by an Alternate Index pursuant to Section 2.4(g) below, then Lender shall give notice thereof to Borrower and convert the Base Rate Loan to an Alternate Rate Loan by delivering to Borrower notice of such conversion no later than 11:00 a.m. (New York City Time), three (3) Business Days prior to the next succeeding Determination Date, in which event the Base Rate Loan shall be converted to an Alternate Rate Loan from, after and including the first day of the next succeeding Interest Accrual Period. Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to elect to convert a have the Loan bear interest at either the LIBOR Rate Loan to a Base Rate Loan, or to convert a Base Rate Loan to a LIBOR Rate Loan or an Alternate Rate Loanthe Adjusted Prime Rate.

Unavailability of LIBOR Rate. Subject to Section 2.4(g), in In the event that Lender shall have determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank eurodollar Eurodollar market, adequate and reasonable means do not exist for ascertaining the LIBOR Rate (and LIBOR has not been succeeded by an Alternate Index as set forth in Section 2.4(g) below)Rate, then Lender shall forthwith give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) day prior to the last day of the related Interest Accrual Period. If such notice is given, the LoanNote Rate, commencing with the first (1st) day of the next succeeding Interest Accrual Period, shall be converted to a Base Rate Loan bearing interest based on the Base Rate Interest LIBOR Rate in effect on for the related Determination Date, and thereafter most recent Interest Period (the Interest Rate shall be the Base Rate Interest “Static LIBOR Rate”). If, pursuant to the terms of this Agreement, the Loan has been converted to a Base the Static LIBOR Rate Loan and thereafter: (i) Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, Lender shall give notice thereof to Borrower, and the Base Rate Interest Static LIBOR Rate shall convert to the LIBOR Rate effective on the first (1st) day of the next succeeding Interest Accrual Period; or (ii) if LIBOR cannot be determined and has been succeeded by an Alternate Index pursuant to Section 2.4(g) below, then Lender shall give notice thereof to Borrower and convert the Base Rate Loan to an Alternate Rate Loan Period by delivering to Borrower written notice of such conversion election no later than 11:00 a.m. 12:00 p.m. (New York City Timetime), three (3) Business Days prior to the next succeeding Determination Datedesired conversion date, in which event the Base Rate Loan notice shall be converted to an Alternate Rate Loan from, after and including the first day of the next succeeding Interest Accrual Periodirrevocable. Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to elect to convert a from the LIBOR Rate Loan to a Base Rate Loan, or to convert a Base Rate Loan to a the Static LIBOR Rate Loan or an Alternate Rate LoanRate.

Unavailability of LIBOR Rate. Subject to Section 2.4(g), in In the event that Lender shall have determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the LIBOR Rate (and LIBOR has not been succeeded by an Alternate Index as set forth in Section 2.4(g) below)Rate, then Lender shall forthwith give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) day prior to the last day of the related Interest Accrual Period. If such notice is given, the LoanNote Rate, commencing with the first (1st) day of the next succeeding Interest Accrual Period, shall be converted to a Base Rate Loan bearing interest based on the Base Rate Interest LIBOR Rate in effect on for the related Determination Date, and thereafter most recent Interest Period (the Interest Rate shall be the Base Rate Interest “Static LIBOR Rate”). If, pursuant to the terms of this Agreement, the Loan has been converted to a Base the Static LIBOR Rate Loan and thereafter: (i) Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, Lender shall give notice thereof to Borrower, and the Base Rate Interest Static LIBOR Rate shall convert to the LIBOR Rate effective on the first (1st) day of the next succeeding Interest Accrual Period; or (ii) if LIBOR cannot be determined and has been succeeded by an Alternate Index pursuant to Section 2.4(g) below, then Lender shall give notice thereof to Borrower and convert the Base Rate Loan to an Alternate Rate Loan by delivering to Borrower notice of such conversion no later than 11:00 a.m. (New York City Time), three (3) Business Days prior to the next succeeding Determination Date, in which event the Base Rate Loan shall be converted to an Alternate Rate Loan from, after and including the first day of the next succeeding Interest Accrual Period. Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to elect to convert a from the LIBOR Rate Loan to a Base Rate Loan, or to convert a Base Rate Loan to a the Static LIBOR Rate Loan or an Alternate Rate LoanRate.

Unavailability of LIBOR Rate. Subject to Section 2.4(g), in (a) In the event that Lender the Lender, in its sole discretion, shall have determined (which determination shall be conclusive that U.S. dollar deposits in the relevant amount and binding upon Borrower absent manifest error) that for any Interest Period are not available to the Lender in the London interbank market; or by reason of circumstances affecting the Lender in the London interbank eurodollar market, adequate and reasonable means do not exist for ascertaining One Month LIBOR applicable to the relevant Interest Period; or One Month LIBOR no longer adequately and fairly reflects the Lender’s cost of funding loans; upon notice from the Lender to the Borrower, the obligations of the Lender hereunder and under this Agreement to make or continue the Loan as a LIBOR Rate Loan shall forthwith be suspended until the Lender shall notify the Borrower that the circumstances causing such suspension no longer exist, and the Loan shall automatically convert into a Prime Rate Loan at the end of the then current Interest Period or sooner, if required by such law or assertion. In the event of a determination described in the preceding sentence with respect to the LIBOR Rate (and LIBOR has not been succeeded by an Alternate Index as set forth in Section 2.4(g) below), then Lender shall forthwith give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) day prior to the last day component of the related Interest Accrual Period. If such notice is givenPrime Rate, the Loan, commencing with the first (1st) day utilization of the next succeeding Interest Accrual Period, shall be converted to a Base LIBOR Rate Loan bearing interest based on component in determining the Base Rate Interest Rate in effect on the related Determination Date, and thereafter the Interest Prime Rate shall be suspended, in each case until the Base Rate Interest Rate. If, pursuant Lender revokes such notice. (b) Notwithstanding anything to the terms of contrary in this AgreementAgreement or any other Financing Documents, if the Loan has been converted to a Base Rate Loan and thereafter: (i) Lender shall determine determines (which determination shall be conclusive and binding upon Borrower absent manifest error) that that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the event(sLIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or circumstance(s) a Governmental Authority having jurisdiction over the Lender has made a public statement identifying a specific date after which resulted in such conversion LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Lender, that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) loans currently being executed, or existing loans that include language similar to that contained in this Section 2.7, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Lender, the Lender and the Borrower may amend this Agreement solely for the purpose of replacing LIBOR in accordance with this Section 2.7 with an alternate benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated credit facilities for such alternative benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated credit facilities for such benchmarks, which adjustment or method for calculating such adjustment shall give notice thereof be published on an information service as selected by the Lender from time to time in its reasonable discretion and may be periodically updated (the “Adjustment” and any such proposed rate, a “LIBOR Successor Rate”). Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Lender, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Lender. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Lender will promptly so notify the Borrower. Thereafter, (x) the obligation of the Lender to make or maintain LIBOR Rate Loans shall be suspended (to the extent of the affected LIBOR Rate Loans or Interest Periods), and the Base Rate Interest Rate shall convert to (y) the LIBOR Rate effective on component shall no longer be utilized in determining the first Prime Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of LIBOR Rate Loans (1st) day to the extent of the next succeeding affected LIBOR Rate Loans or Interest Accrual Period; or (iiPeriods) if LIBOR cannot or, failing that, will be determined and has been succeeded by an Alternate Index pursuant deemed to Section 2.4(g) below, then Lender shall give notice thereof to Borrower and convert have converted such request into a request for a Borrowing of Prime Rate Loans in the Base Rate Loan to an Alternate Rate Loan by delivering to Borrower notice of such conversion no later than 11:00 a.m. (New York City Time), three (3) Business Days prior to the next succeeding Determination Date, in which event the Base Rate Loan shall be converted to an Alternate Rate Loan from, after and including the first day of the next succeeding Interest Accrual Periodamount specified therein. Notwithstanding anything else herein, any provision definition of this Agreement to the contrary, LIBOR Successor Rate shall provide that in no event shall Borrower such LIBOR Successor Rate be less than one percent for purposes of this Agreement. In connection with the implementation of a LIBOR Successor Rate, the Lender will have the right to elect make LIBOR Successor Rate Conforming Changes from time to convert a time and, notwithstanding anything to the contrary herein or in any other Financing Document, any amendments implementing such LIBOR Successor Rate Loan Conforming Changes will become effective without any further action or consent of any other party to a Base this Agreement; provided that, with respect to any such amendment effected, the Lender shall provide each such amendment implementing such LIBOR Successor Rate Loan, or Conforming Changes to convert a Base Rate Loan to a LIBOR Rate Loan or an Alternate Rate Loanthe Borrower reasonably promptly after such amendment becomes effective.

Unavailability of LIBOR Rate. Subject to Section 2.4(g), in In the event that Lender shall have determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the LIBOR Rate (and LIBOR has not been succeeded by an Alternate Index as set forth in Section 2.4(g) below)Rate, then Lender shall forthwith give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) day Business Day prior to the last day of the related Interest Accrual Period. If such notice is given, the LoanNote Rate, commencing with the first (1st) day of the next succeeding Interest Accrual Period, shall be converted to a Base Rate Loan bearing interest based on the Base Rate Interest LIBOR Rate in effect on for the related Determination Date, and thereafter most recent Interest Period (the Interest Rate shall be the Base Rate Interest “Static LIBOR Rate”). If, pursuant to the terms of this Agreement, the Loan has been converted to a Base the Static LIBOR Rate Loan and thereafter: (i) Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, Lender shall give notice thereof to Borrower, and the Base Rate Interest Static LIBOR Rate shall convert to the LIBOR Rate effective on the first (1st) day of the next succeeding Interest Accrual Period; or (ii) if LIBOR cannot be determined and has been succeeded by an Alternate Index pursuant to Section 2.4(g) below, then Lender shall give notice thereof to Borrower and convert the Base Rate Loan to an Alternate Rate Loan by delivering to Borrower notice of such conversion no later than 11:00 a.m. (New York City Time), three (3) Business Days prior to the next succeeding Determination Date, in which event the Base Rate Loan shall be converted to an Alternate Rate Loan from, after and including the first day of the next succeeding Interest Accrual Period. Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to elect to convert a from the LIBOR Rate Loan to a Base Rate Loan, or to convert a Base Rate Loan to a the Static LIBOR Rate Loan or an Alternate Rate LoanRate.