Common use of Unavailability of Rate Clause in Contracts

Unavailability of Rate. If, with respect to any LIBOR Rate Election, or any LIBOR Rate Principal outstanding hereunder, Lender determines that no adequate basis exists for determining the LIBOR Rate or that the LIBOR Rate will not adequately and fairly reflect the cost to Lender of funding or maintaining the applicable LIBOR Rate Principal for such Interest Period, or that any applicable Law, or any request or directive (whether or not having the force of law) of any Tribunal, or compliance therewith by Lender, prohibits or restricts or makes impossible the making or maintaining of such LIBOR Rate Election or LIBOR Rate Principal or the charging of interest on such LIBOR Rate Principal, and Lender so notifies Borrower, then until Lender notifies Borrower that the circumstances giving rise to such suspension no longer exist, (a) the obligation of Lender to permit such LIBOR Rate Election shall be suspended and (b) all existing affected LIBOR Rate Principal shall automatically become Base Rate Principal, either (i) on the last day of the corresponding Interest Period (if Lender determines that it may lawfully continue to fund and maintain the affected LIBOR Rate Principal to such day); or (ii) immediately (if Lender determines that it may not lawfully continue to fund and maintain the affected LIBOR Rate Principal to such day) and in such case Borrower shall pay to Lender the Consequential Loss, if any, pursuant to Section 4 hereof.

Unavailability of Rate. If, with respect to any LIBOR Rate Election, or any LIBOR Rate Principal outstanding hereunder, Lender determines that no adequate basis exists for determining the LIBOR Rate or that the LIBOR Rate will not adequately and fairly reflect the cost to Lender of funding or maintaining the applicable LIBOR Rate Principal for such Interest Period, or that any applicable Law, or any request or directive (whether or not having the force of law) of any Tribunal, or compliance therewith by Lender, prohibits or restricts or makes impossible the making or maintaining of such LIBOR Rate Election or LIBOR Rate Principal or the charging of interest on such LIBOR Rate Principal, and Lender so notifies Borrower, then until Lender notifies Borrower that the circumstances giving rise to such suspension no longer exist, (a) the obligation of Lender to permit such LIBOR Rate Election shall be suspended and (b) all existing affected LIBOR Rate Principal shall automatically become Base Rate Principal, either (i) on the last day of the corresponding Interest Period (if Lender determines that it may lawfully continue to fund and maintain the affected LIBOR Rate Principal to such day); or (ii) immediately (if Lender determines that it may not lawfully continue to fund and maintain the affected LIBOR Rate Principal to such day) and in such case Borrower shall will not be obligated to pay to Lender the any Consequential Loss, if any, pursuant to Section 4 hereofLoss imposed as a result thereof.

Unavailability of Rate. IfAdministrative Agent may notify Borrower if, with respect to any LIBOR Rate Election, or any LIBOR Rate Principal outstanding hereunder, Lender the London Interbank Offered Rate is not available, or if Administrative Agent determines that no adequate basis exists for determining the LIBOR Rate Rate, or that the LIBOR Rate will not adequately and fairly reflect the cost to Lender of funding or maintaining the applicable LIBOR Rate Principal for such Interest Period, or that any applicable Law, or any request or directive (whether or not having the force of law) of any TribunalGovernmental Authority, or compliance therewith by Lender, prohibits or restricts or makes impossible the making or maintaining of such LIBOR Rate Election or LIBOR Rate Principal or the charging of interest on such LIBOR Rate Principal, and Lender . If Administrative Agent so notifies Borrower, then until Lender Administrative Agent notifies Borrower that the circumstances giving rise to such suspension no longer exist, (a) the obligation of Lender to permit such LIBOR Rate Election shall be suspended and (b) all existing affected LIBOR Rate Principal shall automatically become Base Rate Principal, either (i) on the last day of the corresponding Interest Period (if Lender determines that it may lawfully continue to fund and maintain the affected LIBOR Rate Principal to such day); or (ii) immediately (if Lender determines that it may not lawfully continue to fund and maintain the affected LIBOR Rate Principal to such day) and in such case Borrower shall pay to Lender the Consequential Loss, if any, pursuant to Section 4 1.7 hereof.

Unavailability of Rate. If, with respect to any LIBOR Rate Election, or any LIBOR Rate Principal outstanding hereunder, Lender determines If the Required Lenders determine that no adequate basis exists for determining the LIBOR Rate Rate, or that the LIBOR Rate will not adequately and fairly reflect the cost to Lender Lenders of funding or maintaining the Loan for the applicable LIBOR Rate Principal for such Interest Period, or that any applicable Law or regulation or compliance therewith by Lenders prohibits or restricts or makes impossible the charging of interest based on the LIBOR Rate, and such Lender(s) so notify Administrative Agent and Borrowers, then until the Required Lenders notify Administrative Agent and Borrowers that the circumstances giving rise to such suspension no longer exist, (a) the obligation of Lender(s) to permit such rate elections as provided Section 1.7.2 shall be suspended and (b) the Loan shall accrue interest at the Base Rate on the last day of the corresponding Interest Period. Additionally, if any Lender reasonably determines that any applicable Law, or any request or directive (whether or not having the force of lawLaw) of any TribunalGovernmental Authority, or compliance therewith by Lender, such Lender prohibits or restricts or makes impossible the making or maintaining charging of such the LIBOR Rate Election or LIBOR Rate Principal or the charging of interest on such LIBOR Rate Principalthe Loan, and such Lender so notifies BorrowerAdministrative Agent and Borrowers in writing, then until such Lender notifies Borrower Administrative Agent and Borrowers that the circumstances giving rise to such suspension no longer exist, (ai) the obligation of Lender Lender(s) to permit such LIBOR Rate Election rate elections as provided Section 1.7.2 shall be suspended and (bii) all existing affected LIBOR Rate Principal the Loan shall automatically become accrue interest at the Base Rate Principal, either (iA) on the last day of the corresponding Interest Period (if the Lender determines that it may lawfully continue to fund and maintain the affected LIBOR Rate Principal to such day); ) or (iiB) immediately (if the Lender determines that it may not lawfully continue to fund and maintain the affected LIBOR Rate Principal to such day) and in such case Borrower Borrowers shall pay to Lender such Lender(s) the Consequential Loss, if any, pursuant to Section 4 hereof1.9. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. If there is more than one Lender, and only one Lender requests compensation under this Section 1.7.4 then, so long as no Default shall then be continuing, Borrowers may, at their sole expense and effort, upon written notice to such Lender and Administrative Agent, require such Lender within ten (10) Business Days after receipt of such notice, to assign, pursuant to the form of Assignment and Assumption attached hereto as Exhibit “G” and in accordance with and subject to the restrictions contained in Section 6.5, including the consent right of Administrative Agent, all of its interests, rights and obligations under the Agreement and the Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender that is not a Defaulting Lender or an affiliate of a Defaulting Lender, if such Lender accepts such assignment); provided that (x) Borrowers shall have paid to Administrative Agent the processing and recordation fee specified in Section 6.5, (y) such Lender shall have received payment of an amount equal to the outstanding principal of its share of the Loan, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents, from the assignee (to the extent of outstanding principal and accrued interest and fees) and Borrowers (in the case of all other amounts), and (z) such assignment does not conflict with applicable Law. The applicable Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrowers to require such assignment cease to apply.

Unavailability of Rate. IfLender may notify Borrower if, with respect to any LIBOR Rate Election, or any LIBOR Rate Principal outstanding hereunder, the London Interbank Offered Rate, or BBA LIBOR Daily Floating Rate, is not available, or if Lender determines that no adequate basis exists for determining the LIBOR Rate (or BBA LIBOR Daily Floating Rate) or that the LIBOR Rate (or BBA LIBOR Daily Floating Rate) will not adequately and fairly reflect the cost to Lender of funding or maintaining the applicable LIBOR Rate Principal for such Interest Period, or that any applicable Law, or any request or directive (whether or not having the force of law) of any Tribunal, or compliance therewith by Lender, prohibits or restricts or makes impossible the making or maintaining of such LIBOR Rate Election or LIBOR Rate Principal or the charging of interest on such LIBOR Rate Principal, and . If Lender so notifies Borrower, then until Lender notifies Borrower that the circumstances giving rise to such suspension no longer exist, (a) the obligation of Lender to permit such LIBOR Rate Election (or BBA LIBOR Daily Floating Rate) shall be suspended and (b) all existing affected LIBOR Rate portions of the Principal Debt shall automatically become Base Rate Principal, either (i) on the last day of the corresponding Interest Period (if Lender determines that it may lawfully continue to fund and maintain the affected LIBOR Rate Principal to such day), if any; or (ii) immediately (with respect to the BBA LIBOR Daily Floating Rate or if Lender determines that it may not lawfully continue to fund and maintain the affected LIBOR Rate Principal to such day) and in such case Borrower shall pay to Lender the Consequential Loss, if any, pursuant to Section 4 hereof.