Common use of Unavailability of LIBOR Clause in Contracts

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 on any date on which Borrower seeks to establish a LIBOR Rate as the Applicable Interest Rate pursuant to Section 2.3 hereof 2.3, or if Section 2.3(c2.3(d) hereof applies, Agent reasonably and in good faith 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 amount 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, Eurodollars or (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(a2.11(a), effective upon the giving of the Non-Availability Notice, and if applicable, effective as of the first date that the applicable one (1) month LIBOR Rate Period would otherwise be in effect pursuant to Section 2.3(c) hereof2.3(d), 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 the one (1) month LIBOR Rate Period would otherwise be in effect pursuant to Section 2.3(c) hereof2.3(d), if applicable) until 62528184 36 the earlier to occur of: the Maturity Date or until any earlier and the 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(a2.11(a) no longer exist.

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 2.3, or if Section 2.3(c2.3(d) hereof applies, Agent reasonably and in good faith 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 amount 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, Eurodollars or (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(a2.11(a), effective upon the giving of the Non-Availability Notice, and if applicable, effective as of the first date that the applicable three (3) month LIBOR Rate Period would otherwise be in effect pursuant to Section 2.3(c) hereof2.3(d), 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 the three (3) month LIBOR Rate Period would otherwise be in effect pursuant to Section 2.3(c) hereof2.3(d), if applicable) until 62528184 36 the earlier to occur of: the Maturity Date or until any earlier and the 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(a2.11(a) no longer exist.

Unavailability of LIBOR. If on any date on which Notwithstanding anything herein contained to the contrary, if Lender, by written or telephonic notice, notifies 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 that: (i) Dollar deposits any change in an amount approximately equal any law, regulation or official directive, or in the interpretation thereof, by any governmental body charged with the administration thereof, has made it unlawful for Lender to fund or maintain its funding in Eurodollars of any portion of any advance subject to the then outstanding principal balance of the Loan Portion bearing interest at a LIBOR Rate or otherwise give effect to Lender’s obligations as contemplated hereby, or (ii) (a) LIBOR deposits for periods of one month are not generally readily available at such time in the London interbank Eurodollar market for deposits in EurodollarsInterbank Offered Rate Market, (iib) by reason of circumstances affecting such market or other economic conditions, adequate and reasonable means methods do not exist for ascertaining LIBORthe rate of interest applicable to such deposits, or (iiic) the Applicable Interest LIBOR Rate would be as determined by Lender will not adequately and fairly reflect the cost to Lender of making or maintaining advances under this Agreement bearing interest with reference to the LIBOR Rate (including inaccurate or inadequate reflection of actual costs resulting from the calculation of rates by reporting sources), then, in excess any of such events: (I) Lender’s obligations in respect 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 terminate forthwith, (II) the event that the option to elect, to convert to or to continue an Applicable Interest Rate as a LIBOR Rate with respect to Lender shall forthwith cease to be in effect, (III) Borrower’s right to utilize LIBOR Rate index pricing as set forth in this Agreement shall be suspended as provided in this Section 2.9(a), effective upon the giving of the Non-Availability Noticeterminated forthwith, and if applicable(IV) amounts outstanding hereunder shall, effective as of the first date that the applicable LIBOR Rate Period would otherwise be in effect pursuant to Section 2.3(c) hereofon and after such date, bear interest on the Loan Portion for which a LIBOR Rate was to be determined shall be payable at the Base Rate, from Adjusted Prime Rate in accordance with the terms and including the date provisions 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 existAgreement.

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(c2.3(d) 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 to any Lender 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(a2.11(a), effective upon the giving of the Non-Availability Notice, and if applicable, effective as of the first date that the applicable one (1) month LIBOR Rate Period would otherwise be in effect pursuant to Section 2.3(c2.3(d) hereof, interest on the Loan Portion Portion(s) 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 the one (1) month LIBOR Rate Period would otherwise be in effect pursuant to Section 2.3(c2.3(d) 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 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 2.9(a2.11(a) no longer exist; provided, however, that Agent’s failure to so notify Borrower of such cessation shall not be deemed a breach by Agent of any term of this Loan Agreement or otherwise limit the obligations of Borrower or any other Person under this Loan Agreement or any other Loan Document.

Unavailability of LIBOR. If on (a) Notwithstanding anything to the contrary in this Loan Agreement, (i) if at any date on which Borrower seeks time, any applicable Change in Law makes it unlawful for Lender to establish a LIBOR Rate as make or maintain the indebtedness evidenced by the Loan in eurodollars or (ii) if at the time of or prior to any determination of the Applicable Interest Rate pursuant to Section 2.3 hereof or if Section 2.3(c) hereof appliesRate, Agent Lender determines (which determination shall be conclusive and binding upon Borrowerin the absence of manifest error) that by reason of circumstances affecting the London interbank market generally, (iA) Dollar deposits in an amount approximately equal to United States Dollars in the then outstanding principal balance relevant amounts and of the Loan Portion bearing interest at a LIBOR Rate relevant maturity are not generally available at such time unavailable to Lender in the London interbank Eurodollar market for deposits in Eurodollarsmarket, (ii) reasonable means do not exist for ascertaining LIBOR, or (iiiB) the Applicable Interest Rate would be does not adequately or fairly reflect the cost to Lender of making or maintaining the Loan due to changes in excess administrative costs, fees, tariffs or taxes or other matters outside of the maximum interest rate which Borrower may by law pay, Agent shall promptly give notice Lender’s reasonable control or (the “Non-Availability Notice”C) of such fact to Borrower adequate and the option to convert to fair means do not or to continue will not exist for determining the Applicable Interest Rate on such Loan Portion as a LIBOR Rate Rate, then Lender 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 Noticepromptly notify Borrowers, and if applicablethe Loan shall bear interest, effective as of the first date and continue to bear interest until Lender determines that the applicable LIBOR Rate Period circumstance described in the foregoing clauses (A), (B) or (C) no longer pertains, at a fluctuating rate per annum based on a substitute index selected by Lender plus a suitable margin to approximate, in Lender’s judgment, the return that Lender would otherwise be in effect pursuant have received if the circumstance had not occurred. (b) Notwithstanding anything 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 contrary in this Loan Agreement, if: (i) the circumstances described in Section 2.9(a) no longer existoccur; or (ii) Borrowers fail to make a prepayment of the Loan as permitted under this Loan Agreement that Borrowers had notified Lender in writing Borrowers would make; and the result is to increase the cost to Lender of maintaining the Loan or to reduce any amount receivable by Lender under this Loan Agreement or to cause Lender to incur any other cost, loss or expense, including any interest or fees that are payable by Lender to lenders of funds actually obtained by Lender, then Borrowers shall pay to Lender, on the second Business Day following Lender’s demand, any additional amounts necessary to compensate Lender for such cost, loss, expense or reduced amount receivable. If Lender becomes entitled to claim any additional amounts pursuant to this Section 2.9(b), Lender shall promptly notify Borrowers of the event by reason of which Lender has become so entitled and shall certify in reasonable detail any additional amounts so payable. Such certification submitted by Lender to Borrowers shall be conclusive absent manifest error.

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 on which a LIBOR Rate would otherwise apply pursuant to Section 2.3(c2.3(d) hereof applieshereof, 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(a2.11(a), effective upon the giving of the Non-Availability Notice, and if applicable, effective as of the first date that the applicable a LIBOR Rate Period would otherwise be in effect pursuant to Section 2.3(c2.3(d) 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(c2.3(d) 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 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(c2.3(d) hereof applies, Agent determines (which determination shall be conclusive and binding upon BorrowerBorrower absent manifest error) 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(a2.10(a), effective upon the giving of the Non-Availability Notice, and if applicable, effective as of the first date that the applicable a LIBOR Rate Period would otherwise be in effect pursuant to Section 2.3(c2.3(d) 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 the such LIBOR Rate Period would otherwise be in effect pursuant to Section 2.3(c23(d) 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(a2.10(a) no longer exist. Agent shall provide such notice to Borrower once such conditions no longer exist.