Common use of Unavailability of LIBOR Clause in Contracts

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. IfIf 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(d) hereof applies, at any time, the Administrative Agent determines (which determination shall be conclusive absent manifest errorand binding upon Borrower) that (i) Dollar deposits in an amount approximately equal to the circumstances set forth then outstanding principal balance of the Loan bearing interest at a LIBOR Rate are not generally available to any Lender at such time in paragraph (a)(ii) of this Section 2.14 have arisen and such circumstances are unlikely to be temporary or the London interbank Eurodollar market for deposits in Eurodollars, (ii) reasonable means do not exist for ascertaining LIBOR, or (iii) the circumstances set forth Applicable Interest Rate would be in paragraph excess of the maximum interest rate which Borrower may by law pay, Agent shall promptly give notice (a)(iithe “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 2.14 have not arisen but 2.11(a), effective upon the supervisor giving of the Non-Availability Notice, and if applicable, effective as of the first date that the one (1) month LIBOR Rate Period would otherwise be in effect pursuant to Section 2.3(d) hereof, interest on the Loan Portion(s) for the administrator of which a 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 Rate was to be appropriate (but such related changes determined shall not include a reduction be payable at the Base Rate, from and including the date of the Applicable Margin). Notwithstanding anything giving of the Non-Availability Notice (or the date that the one (1) month LIBOR Rate Period would otherwise be in effect pursuant to Section 2.3(d) hereof, if applicable) until the contrary in Section 9.5, such amendment shall become effective without Maturity Date or until 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 earlier date on which a copy LIBOR Rate shall become effective for such Loan Portion(s) pursuant to Section 2.3 hereof following the giving of notice by Agent to Borrower that the conditions referred to in this Section 2.11(a) no longer exist; provided, however, that Agent’s failure to so notify Borrower of such amendment cessation shall have been provided to not be deemed a breach by Agent of any term of this Loan Agreement or otherwise limit 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 obligations of Borrower 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 other Person under this AgreementLoan Agreement or any other Loan Document.

Unavailability of LIBOR. IfIf 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(d) hereof applies, at any time, the Administrative Agent determines (which determination shall be conclusive and binding upon Borrower absent manifest error) that (i) Dollar deposits in an amount approximately equal to the circumstances set forth then outstanding principal balance of the Loan Portion bearing interest at a LIBOR Rate are not generally available at such time in paragraph (a)(ii) of this Section 2.14 have arisen and such circumstances are unlikely to be temporary or the London interbank Eurodollar market for deposits in Eurodollars, (ii) reasonable means do not exist for ascertaining LIBOR, or (iii) the circumstances set forth Applicable Interest Rate would be in paragraph excess of the maximum interest rate which Borrower may by law pay, Agent shall promptly give notice (a)(iithe “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 2.14 have not arisen but 2.10(a), effective upon the supervisor giving of the Non-Availability Notice, and if applicable, effective as of the first date that the a LIBOR Rate Period would otherwise be in effect pursuant to Section 2.3(d) hereof, interest on the Loan Portion for the administrator of which a 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 Rate was to be appropriate (but such related changes determined shall not include a reduction be payable at the Base Rate, from and including the date of the Applicable Margin). Notwithstanding anything giving of the Non-Availability Notice (or the date that the such LIBOR Rate Period would otherwise be in effect pursuant to Section 23(d) hereof, if applicable) until the contrary in Section 9.5, such amendment shall become effective without Maturity Date or until 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 earlier date on which a copy of LIBOR Rate shall become effective for 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 Loan Portion pursuant to Section 2.3 hereof following the giving of notice by Agent to Borrower that the conditions referred to in this paragraph (dSection 2.10(a) (without giving effect no longer exist. Agent shall provide such notice 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 Borrower once such rate shall be deemed to be zero for all purposes of this Agreementconditions no longer exist.

Unavailability of LIBOR. IfIf on any date on which Borrower seeks to establish a LIBOR Rate as the Applicable Interest Rate pursuant to Section 2.3, at any timeor if Section 2.3(d) applies, the Administrative Agent reasonably and in good faith determines (which determination shall be conclusive absent manifest error) that (i) Dollar deposits in an amount approximately equal to the circumstances set forth then outstanding principal amount of the Loan Portion bearing interest at a LIBOR Rate are not generally available at such time in paragraph (a)(ii) of this Section 2.14 have arisen and such circumstances are unlikely to be temporary the London interbank Eurodollar market for deposits in Eurodollars or (ii) reasonable means do not exist for ascertaining LIBOR, Agent shall promptly give notice (the circumstances set forth in paragraph (a)(ii“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 2.14 have not arisen but 2.11(a), effective upon 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 giving of the Applicable Margin). Notwithstanding anything to Non-Availability Notice, and if applicable, effective as of 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 first date that the Administrative Agent shall not have received, within five three (53) 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) month LIBOR Rate Period would otherwise be less than zeroin effect pursuant to Section 2.3(d), then such rate interest on the Loan Portion for which a LIBOR Rate was to be determined shall be deemed payable at the Base Rate, from and including the date of the giving of the Non-Availability Notice (or the date that the three (3) month LIBOR Rate Period would otherwise be in effect pursuant to be zero for all purposes of Section 2.3(d), if applicable) until the earlier to occur of: the Maturity Date and the date that the conditions referred to in this AgreementSection 2.11(a) no longer exist.

Unavailability of LIBOR. IfIf 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(d) hereof applies, at any time, the Administrative Agent determines (which determination shall be conclusive and binding upon Borrower absent manifest error) that (i) Dollar deposits in an amount approximately equal to the circumstances set forth then outstanding principal balance of the Loan Portion bearing interest at a LIBOR Rate are not generally available at such time in paragraph (a)(ii) of this Section 2.14 have arisen and such circumstances are unlikely to be temporary or the London interbank Eurodollar market for deposits in Eurodollars, (ii) reasonable means do not exist for ascertaining LIBOR, or (iii) the circumstances set forth Applicable Interest Rate would be in paragraph excess of the maximum interest rate which Borrower may by law pay, Agent shall promptly give notice (a)(iithe “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 2.14 have not arisen but 2.10(a), effective upon the supervisor giving of the Non-Availability Notice, and if applicable, effective as of the first date that the one (1) month LIBOR Rate Period would otherwise be in effect pursuant to Section 2.3(d) hereof, interest on the Loan Portion for the administrator of which a 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 Rate was to be appropriate (but such related changes determined shall not include a reduction be payable at the Base Rate, from and including the date of the Applicable Margin). Notwithstanding anything giving of the Non-Availability Notice (or the date that the one (1) month LIBOR Rate Period would otherwise be in effect pursuant to Section 2.3(d) hereof, if applicable) until the contrary in Section 9.5, such amendment shall become effective without Maturity Date or until 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 earlier date on which a copy of LIBOR Rate shall become effective for 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 Loan Portion pursuant to Section 2.3 hereof following the giving of notice by Agent to Borrower that the conditions referred to in this paragraph Section 2.10(a) no longer exist (d) (without giving effect Agent agreeing 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 give prompt notice to Borrower if such rate shall be deemed to be zero for all purposes of this Agreementconditions no longer exist).