Common use of LIBOR Unascertainable Clause in Contracts

LIBOR Unascertainable. If, on any date on which LIBOR would otherwise be determined, the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that: (a) adequate and reasonable means do not exist for ascertaining LIBOR, or (b) a contingency has occurred which materially and adversely affects the London interbank eurodollar market relating to LIBOR, or (c) the making, maintenance or funding of any portion of the Loan to which a LIBOR Rate Option applies has been made impracticable or unlawful by compliance by any Lender in good faith with any Law or any interpretation or application thereof by any Governmental Authority or with any request or directive of any such Governmental Authority (whether or not having the force of law), or (d) such LIBOR Rate Option will not adequately and fairly reflect the cost to any Lender of the establishment or maintenance of such portion of the Loan, or (e) after making all reasonable efforts, deposits of the relevant amount in Dollars for the relevant Interest Period for any portion of the Loan to which a LIBOR Rate Option applies are not available to any Lender with respect to such portion of the Loan, or to lenders generally, in the London interbank eurodollar market, then, in the case of any event specified in subsections (a) or (b) above, the Administrative Agent shall promptly so notify the Lenders and the Borrower thereof, and in the case of an event specified in subsections (c), (d) or (e) above, such affected Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrower. Upon such date as shall be specified in any such notice (which shall not be earlier than the date such notice is given), the obligation of the Lenders in the case of a notice delivered by the Administrative Agent, or such Lender in the case of a notice delivered by a Lender, to allow the Borrower to select, Continue, or Convert to a Loan at the LIBOR Rate Option shall be suspended until the Administrative Agent shall have later notified the Borrower, or such affected Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination (which determination shall be conclusive absent manifest error) that the circumstances giving rise to such previous determination no longer exist. In the case of a notice given by a Lender, each of the other Lenders shall continue to offer the LIBOR Rate Option unless and until an event specified in subsections (c), (d) or (e) above affects such Lender. If, at any time, the Administrative Agent makes a determination under subsection (a) or (b) above, and the Borrower has previously notified the Administrative Agent of its selection of, Conversion to or Continuation of a Loan at the LIBOR Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, Conversion to or Continuation of the Base Rate Option otherwise available with respect to such portion of the Loan.

LIBOR Unascertainable. If, on any date on which LIBOR would otherwise be determined, the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) Lender determines that: (a) adequate and reasonable means do not exist for ascertaining LIBOR, or (b) a contingency has occurred which materially and adversely affects the London interbank eurodollar market relating to LIBOR, orthen Lender will promptly notify Borrower thereof. On the date specified in any such notice, the obligation of Lender to allow Borrower to select, continue, renew, or convert to a LIBOR Option is suspended until Lender notifies Borrower that the circumstances giving rise to the previous determination no longer exist. If, at any time, Lender makes a determination under subsection (a) or (b) above, and Borrower has previously notified Lender of its conversion to or selection or renewal of a LIBOR Option and such Interest Rate Option has not yet gone into effect, such notification is deemed to provide for selection of, conversion to or renewal of the Base Rate Option. If, on any date on which LIBOR would otherwise be determined, Lender determines (which determination will be conclusive absent manifest error) that: (c) the making, maintenance or funding of any portion of the Loan to which a LIBOR Rate Option applies has been made impracticable or unlawful by compliance by any Lender in good faith with any Law or any interpretation or application thereof by any Governmental Authority Official Body or with any request or directive of any such Governmental Authority Official Body (whether or not having the force of lawLaw), or (d) such LIBOR Rate Option will not adequately and fairly reflect the cost to any Lender of the establishment or maintenance of such portion of the Loan, or (e) after making all reasonable efforts, deposits of the relevant amount in Dollars for the relevant LIBOR Interest Period for any portion of the Loan to which a LIBOR Rate Option applies are not available to any Lender with respect to such portion of the Loan, or to lenders generally, in the London interbank eurodollar Eurodollar market, then, in the case of any event specified in subsections (a) or (b) above, the Administrative Agent shall then Lender will promptly so notify the Lenders and the Borrower thereof, and in the case of an event specified in subsections (c), (d) or (e) above, such affected Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and . On the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrower. Upon such date as shall be specified in any such notice (which shall not be earlier than the date such notice is given)notice, the obligation applicable portion of the Lenders in the case of a notice delivered by the Administrative Agent, or such Lender in the case of a notice delivered by a Lender, Loan automatically converts to allow the Borrower to select, Continue, or Convert to a Loan at the LIBOR Rate Option shall be suspended until the Administrative Agent shall have later notified the Borrower, or such affected Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination (which determination shall be conclusive absent manifest error) that the circumstances giving rise to such previous determination no longer exist. In the case of a notice given by a Lender, each of the other Lenders shall continue to offer the LIBOR Rate Option unless and until an event specified in subsections (c), (d) or (e) above affects such Lender. If, at any time, the Administrative Agent makes a determination under subsection (a) or (b) above, and the Borrower has previously notified the Administrative Agent of its selection of, Conversion to or Continuation of a Loan at the LIBOR Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, Conversion to or Continuation of the Base Rate Option otherwise available with respect to such portion of the LoanOption.

LIBOR Unascertainable. If, If --------------------- (a) on any date on which LIBOR would otherwise be determined, the Administrative Agent either Bank shall have determined (which determination shall be conclusive absent manifest error) that: (ai) adequate and reasonable means do not exist for ascertaining LIBOR, or (bii) a contingency has occurred which materially and adversely affects the London interbank eurodollar market relating to LIBOR, or (cb) if at any time any Bank shall have determined (which determination shall be conclusive absent manifest error) that: (i) the making, maintenance or funding of any portion of the LIBOR Loan to which a LIBOR Rate Option applies has been made impracticable or unlawful by compliance by any Lender such Bank in good faith with any Law law or any interpretation or application thereof by any Governmental Authority official body or with any request or directive of any such Governmental Authority official body (whether or not having the force of law), or (dii) such LIBOR Rate Option will not adequately and fairly reflect the cost to any Lender such Bank of the establishment or maintenance of such portion of the any LIBOR Loan, or (eiii) after making all reasonable efforts, deposits of the relevant amount in U.S. Dollars for the relevant LIBOR Interest Period for any portion of the Loan to which a LIBOR Rate Option applies Loan are not available to any Lender such Bank with respect to such portion of the Loan, or to lenders generally, a proposed LIBOR Loan in the London interbank eurodollar market, then, , (iv) then in the case of any event specified in subsections subsection (a) or above, either Bank shall promptly so notify the Agent and the Borrowers thereof and in the case of any event specified in subsection (b) above, the Administrative Agent such Bank shall promptly so notify the Lenders and the Borrower thereof, and Agent in the case of an event specified in subsections (c), (d) or (e) above, such affected Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice writing as to the specific circumstances of such noticeevent, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders Banks and the BorrowerBorrowers. Upon such date as shall be specified in any such notice (which shall not be earlier than the date such notice is given), ) the obligation of (A) the Lenders Banks in the case of a such notice delivered given by the Administrative Agent, Agent or (B) such Lender Bank in the case of a such notice delivered given by a Lender, to allow such Bank the Borrower right of the Borrowers to select, Continue, convert to or Convert to renew a LIBOR Loan at the LIBOR Rate Option shall be suspended until the Administrative Agent shall have later notified the Borrower, Borrowers or such affected Lender Bank shall have later notified the Administrative Agent, of the Administrative Agent’s 's or such Lender’sBank's, as the case may be, determination (which determination shall be conclusive absent manifest error) that the circumstances giving rise to such previous determination no longer exist. In the case of a notice given by a Lender, each of the other Lenders shall continue to offer the LIBOR Rate Option unless and until an event specified in subsections (c), (d) or (e) above affects such Lender. If, If at any time, time the Administrative Agent makes a determination under subsection (a) or (b) aboveof this Section 1.05, and the Borrower has Borrowers have previously notified the Administrative Agent of its their selection of, Conversion conversion to or Continuation renewal of a LIBOR Loan at the LIBOR Rate Option and such Interest Rate Option LIBOR Loan has not yet gone into effect, such notification shall be deemed to provide for selection of, Conversion conversion to or Continuation renewal of the Base Prime Rate Option otherwise available with respect to such portion Loans. If any Bank notifies the Agent of a determination under subsection (b) of this Section 1.05, the Borrowers shall, subject to the Borrowers' indemnification obligations under Section 1.13(b), as to any LIBOR Loan of the LoanBanks on the date specified in such notice either convert such LIBOR Loan to a Prime Rate Loan otherwise available with respect to such Loan or prepay such Loan in accordance with the provisions of this Agreement. Absent due notice from the Borrower of conversion or prepayment such Loan shall automatically be converted to a Prime Rate Loan upon such specified date.

LIBOR Unascertainable. If, If (i) on any date on which the LIBOR Rate would otherwise be determinedset, the Administrative Agent Purchaser shall have determined in good faith (which determination shall be conclusive absent manifest errorconclusive) that: that (aA) adequate and reasonable means do not exist for ascertaining LIBOR, or the LIBOR Rate or (bB) a contingency has occurred which materially and adversely affects the London interbank eurodollar market relating to LIBORInterbank Eurodollar Market at which the Purchaser prices loans on the date on which the LIBOR Rate is determined by the Purchaser hereunder, or or (cii) at any time the Purchaser shall have determined in good faith (which determination shall be conclusive) that the making, maintenance or funding of any portion part of the Loan to which a LIBOR Rate Option applies loan evidenced by this Note has been made impracticable or unlawful by the Purchaser's compliance by any Lender in good faith with any Law law or any guideline or interpretation or application administration thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof or with any request or directive of any such Governmental Authority governmental authority (whether or not having the force of law), or (d) such LIBOR Rate Option will not adequately and fairly reflect the cost to any Lender of the establishment or maintenance of such portion of the Loan, or (e) after making all reasonable efforts, deposits of the relevant amount in Dollars for the relevant Interest Period for any portion of the Loan to which a LIBOR Rate Option applies are not available to any Lender with respect to such portion of the Loan, or to lenders generally, in the London interbank eurodollar market, ; then, in the case of any event specified in subsections (a) or (b) above, the Administrative Agent shall promptly so notify the Lenders and the Borrower thereof, and in the case of an event specified in subsections (c)any such event, (d) or (e) above, such affected Lender shall promptly so Purchaser may notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances Company of such notice, and determination (the Administrative Agent shall promptly send copies occurrence of any such notice and certificate event being referred to the other Lenders and the Borrowerherein as a "LIBOR Termination Event"). Upon such the date as shall be specified by the Purchaser in any such notice (which shall not be earlier than the date such notice is given), the Purchaser's obligation of to charge interest to the Lenders in the case of a notice delivered by the Administrative Agent, or such Lender in the case of a notice delivered by a Lender, to allow the Borrower to select, Continue, or Convert to a Loan Company at the LIBOR Rate Option shall be suspended until Purchaser shall notify the Administrative Agent shall have later notified the Borrower, or such affected Lender shall have later notified the Administrative Agent, Company of the Administrative Agent’s or such Lender’s, as the case may be, Purchaser's determination in good faith (which determination shall be conclusive absent in the absence of manifest error) that the circumstances giving rise to such previous determination no longer existexists. In If the case Purchaser notifies the Company of a notice given by a Lender, each of the other Lenders shall continue to offer the LIBOR Rate Option unless and until an event specified in subsections (c), (d) or (e) above affects such Lender. If, at any time, the Administrative Agent makes a determination under subsection (a) or (b) abovethis subsection, and until such time as Purchaser determines in good faith (which determination shall be conclusive in the Borrower has previously notified absence of manifest error) that the Administrative Agent of its selection ofcircumstances giving rise to such previous determination no longer exists, Conversion to or Continuation of a Loan interest shall accrue at the LIBOR Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, Conversion to or Continuation of the Base Rate Option otherwise available with respect to such portion of the LoanFloating Rate.

LIBOR Unascertainable. If, on any date on which the LIBOR Rate would otherwise be determined, the Administrative Agent Lender shall have determined (which determination shall be conclusive absent manifest error) that: (a) adequate and reasonable means do not exist for ascertaining LIBORthe LIBOR Rate, or (b) a contingency has occurred which materially and adversely affects the London interbank eurodollar market relating to LIBOR, orthe LIBOR Rate, (c) the making, maintenance or funding of any portion of the Loan to which a LIBOR Rate Option applies has been made impracticable or unlawful by compliance by any Lender in good faith with any Law or any interpretation or application thereof by any Governmental Authority Official Body or with any request or directive of any such Governmental Authority Official Body (whether or not having the force of lawLaw), or (d) such LIBOR Rate Option will not adequately and fairly reflect the cost to any Lender of the establishment or maintenance of such portion of the Loan, or (e) after making all reasonable efforts, deposits of the relevant amount in Dollars for the relevant Interest Period for any portion of the Loan to which a LIBOR Rate Option applies are not available to any Lender with respect to such portion of the Loan, or to lenders generally, in the London interbank eurodollar market, then, in the case of any event specified in subsections (a) or (b) above, the Administrative Agent shall promptly so notify the Lenders and the Borrower thereof, and in the case of an event specified in subsections (c), (d) or through (e) above, such affected Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the BorrowerBorrower thereof. Upon such date as shall be specified in any such notice (which shall not be earlier than the date such notice is given), the obligation of the Lenders in the case of a notice delivered by the Administrative Agent, or such Lender in the case of a notice delivered by a Lender, to allow the Borrower to select, Continuecontinue, convert to or Convert to renew a Loan at the LIBOR Rate Option shall be suspended until the Administrative Agent shall have later notified the Borrower, or such affected Lender shall have later notified the Administrative AgentBorrower, of the Administrative AgentLender’s or such Lender’s, as the case may be, determination (which determination shall be conclusive absent manifest error) that the circumstances giving rise to such previous determination no longer exist. In the case of a notice given by a Lender, each of the other Lenders shall continue to offer the LIBOR Rate Option unless and until an event specified in subsections (c), (d) or (e) above affects such Lender. If, at any time, the Administrative Agent Lender makes a determination under subsection (a) or (b) above, and the Borrower has previously notified the Administrative Agent Lender of its selection of, Conversion conversion to or Continuation renewal of a Loan at the LIBOR Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, Conversion conversion to or Continuation renewal of the Base Rate Option otherwise available with respect to such portion of the Loan.

LIBOR Unascertainable. If, on any date on which LIBOR would otherwise be determined, If the Administrative Agent shall have determined Bank determines (which determination shall be conclusive absent manifest errorfinal and conclusive) that: , by reason of circumstances affecting the eurodollar market generally, deposits in dollars (ain the applicable amounts) are not being offered to banks in the eurodollar market for the selected term, or adequate and reasonable means do not exist for ascertaining LIBOR, or then the Bank shall give notice thereof to the Borrower. Thereafter, until the Bank notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (a) the availability of LIBOR shall be suspended, and (b) a contingency has occurred which materially and adversely affects the London interbank eurodollar market relating to LIBOR, or (c) the making, maintenance or funding of any portion of the Loan interest rate for all amounts outstanding under this Agreement to which LIBOR would otherwise apply shall be converted on the next succeeding Reset Date to a LIBOR Rate Option applies has been made impracticable rate of interest per annum equal to the Base Rate. In addition, if, after the date of this Agreement, the Bank shall determine (which determination shall be final and conclusive) that any enactment, promulgation or unlawful adoption of or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by a governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender in good faith the Bank with any Law or any interpretation or application thereof by any Governmental Authority or with any guideline, request or directive of any such Governmental Authority (whether or not having the force of law)) of any such authority, or (d) such LIBOR Rate Option will not adequately and fairly reflect the cost to any Lender of the establishment central bank or maintenance of such portion of the Loan, or (e) after making all reasonable efforts, deposits of the relevant amount in Dollars comparable agency shall make it unlawful or impossible for the relevant Interest Period for any portion of the Loan Bank to which a LIBOR Rate Option applies are not available to any Lender with respect to such portion of the Loan, make or to lenders generally, in the London interbank eurodollar market, then, in the case of any event specified in subsections (a) maintain or (b) abovefund loans based on LIBOR, the Administrative Agent Bank shall promptly so notify the Lenders and the Borrower thereof, and in the case of an event specified in subsections (c), (d) or (e) above, such affected Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances Borrower. Upon receipt of such notice, and until the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrower. Upon such date as shall be specified in any such notice (which shall not be earlier than the date such notice is given), the obligation of the Lenders in the case of a notice delivered by the Administrative Agent, or such Lender in the case of a notice delivered by a Lender, to allow Bank notifies the Borrower to select, Continue, or Convert to a Loan at the LIBOR Rate Option shall be suspended until the Administrative Agent shall have later notified the Borrower, or such affected Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination (which determination shall be conclusive absent manifest error) that the circumstances giving rise to such previous determination no longer exist. In the case of a notice given by a Lenderapply, each of the other Lenders shall continue to offer the LIBOR Rate Option unless and until an event specified in subsections (c), (d) or (e) above affects such Lender. If, at any time, the Administrative Agent makes a determination under subsection (a) or the availability of LIBOR shall be suspended, and (b) above, and the Borrower has previously notified the Administrative Agent of its selection of, Conversion to or Continuation of a Loan at the LIBOR Rate Option and such Interest Rate Option has not yet gone into effect, such notification interest rate on all amounts outstanding under this Agreement shall be deemed converted to provide for selection of, Conversion to or Continuation of the Base Rate Option otherwise available with respect either (i) on the next succeeding Reset Date if the Bank may lawfully continue to maintain or fund loans based on LIBOR to such portion of day, or (ii) immediately if the LoanBank may not lawfully continue to maintain or fund loans based on LIBOR.

LIBOR Unascertainable. If, (a) If (i) on any date on which the LIBOR Rate would otherwise be determinedset, the Administrative Agent Lender shall have determined in good faith (which determination shall be conclusive absent manifest error) that: that (aA) adequate and reasonable means do not exist for ascertaining LIBOR, or the LIBOR Rate or (bB) a contingency has occurred which materially and adversely affects the London interbank eurodollar market relating to LIBORInterbank Eurodollar Market at which Lender prices loans on the date on which the LIBOR Rate is determined by Lender hereunder, or or (cii) at any time Lender shall have determined in good faith (which determination shall be conclusive absent manifest error) that the making, maintenance or funding of any portion part of the Loan to which a LIBOR Rate Option applies loan evidenced by this Note has been made impracticable or unlawful by Lender's compliance by any Lender in good faith with any Law law or any guideline or interpretation or application administration thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof or with any request or directive of any such Governmental Authority governmental authority (whether or not having the force of law), or (d) such LIBOR Rate Option will not adequately and fairly reflect the cost to any Lender of the establishment or maintenance of such portion of the Loan, or (e) after making all reasonable efforts, deposits of the relevant amount in Dollars for the relevant Interest Period for any portion of the Loan to which a LIBOR Rate Option applies are not available to any Lender with respect to such portion of the Loan, or to lenders generally, in the London interbank eurodollar market, ; then, in the case of any event specified in subsections (a) or (b) above, the Administrative Agent shall promptly so notify the Lenders and the Borrower thereof, and in the case of an event specified in subsections (c)any such event, (d) or (e) above, such affected Lender shall promptly so may notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances Borrower of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrowerdetermination. Upon such the date as shall be specified by Lender in any such notice (which shall not be earlier than the date such notice is given), the Lender's obligation of the Lenders in the case of a notice delivered by the Administrative Agent, or such Lender in the case of a notice delivered by a Lender, to allow the charge interest to Borrower to select, Continue, or Convert to a Loan at the LIBOR Rate Option shall be suspended until the Administrative Agent shall have later notified the Borrower, or such affected Lender shall have later notified the Administrative Agent, notify Borrower of the Administrative Agent’s or such Lender’s, as the case may be, 's determination in good faith (which determination shall be conclusive absent in the absence of manifest error) that the circumstances giving rise to such previous determination no longer exist. In the case exists. (b) If Lender notifies Borrower of a notice given by a Lender, each of the other Lenders shall continue to offer the LIBOR Rate Option unless and until an event specified in subsections (c), (d) or (e) above affects such Lender. If, at any time, the Administrative Agent makes a determination under subsection (a) or (b) above, and the Borrower has previously notified the Administrative Agent of its selection of, Conversion to or Continuation of a Loan at the LIBOR Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall automatically be deemed converted to provide for selection of, Conversion to or Continuation the "Index" of the Base weekly average yield on United States Treasury Securities adjusted to a constant maturity of one year, as made available by the Federal Reserve Board forty-five (45) days prior to each Rate Option otherwise available with respect to such portion of the LoanAdjustment Date.

LIBOR Unascertainable. If, on any date on which a LIBOR would otherwise be determined, the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that: (a) adequate and reasonable means do not exist for ascertaining such LIBOR, or (b) a contingency has occurred which materially and adversely affects the London interbank eurodollar market relating to the LIBOR, or (c) the making, maintenance or funding of any portion of the Loan to which a LIBOR Rate Option applies has been made impracticable or unlawful by compliance by any Lender in good faith with any Law or any interpretation or application thereof by any Governmental Authority or with any request or directive of any such Governmental Authority (whether or not having the force of law), or (d) such LIBOR Rate Option will not adequately and fairly reflect the cost to any Lender of the establishment or maintenance of such portion of the Loan, or (e) after making all reasonable efforts, deposits of the relevant amount in Dollars for the relevant Interest Period for any portion of the Loan to which a LIBOR Rate Option applies are not available to any Lender with respect to such portion of the Loan, or to lenders generally, in the London interbank eurodollar market, then, in the case of any event specified in subsections (a) or (b) above, the Administrative Agent shall promptly so notify the Lenders and the Borrower thereof, and in the case of an event specified in subsections (c), (d) or (e) above, such affected Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrower. Upon such date as shall be specified in any such notice (which shall not be earlier than the date such notice is given), the obligation of the Lenders in the case of a notice delivered by the Administrative Agent, or such Lender in the case of a notice delivered by a Lender, to allow the Borrower to select, Continue, or Convert to a Loan at the LIBOR Rate Option shall be suspended until the Administrative Agent shall have later notified the Borrower, or such affected Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination (which determination shall be conclusive absent manifest error) that the circumstances giving rise to such previous determination no longer exist. In the case of a notice given by a Lender, each of the other Lenders shall continue to offer the LIBOR Rate Option unless and until an event specified in subsections (c), (d) or (e) above affects such Lender. If, at any time, the Administrative Agent makes a determination under subsection (a) or (b) above, and the Borrower has previously notified the Administrative Agent of its selection of, Conversion to or Continuation of a Loan at the LIBOR Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, Conversion to or Continuation of the Base Rate Option otherwise available with respect to such portion of the Loan.

LIBOR Unascertainable. If, on any date on which LIBOR would otherwise be determined, the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) determines that: (a) adequate and reasonable means do not exist for ascertaining LIBOR, or (b) a contingency has occurred which materially and adversely affects the London interbank eurodollar market relating to LIBOR, orthen Agent will promptly notify Lenders and Borrower thereof. On the date specified in any such notice, the obligation of Lenders to allow Borrower to select, continue, renew, or convert to a LIBOR Option or a Daily LIBOR Option, as applicable, is suspended until Agent notifies Borrower that the circumstances giving rise to the previous determination no longer exist. If, at any time, Agent makes a determination under subsection (a) or (b) above, and Borrower has previously notified Agent of its conversion to or selection or renewal of a LIBOR Option and such Interest Rate Option has not yet gone into effect, such notification is deemed to provide for selection of, conversion to or renewal of the Base Rate Option. If, on any date on which LIBOR would otherwise be determined, any Lender determines (which determination will be conclusive absent manifest error) that: (c) the making, maintenance or funding of any portion of the Loan to which a LIBOR Rate Option or a Daily LIBOR Option, as applicable, applies has been made impracticable or unlawful by compliance by any Lender in good faith with any Law or any interpretation or application thereof by any Governmental Authority Official Body or with any request or directive of any such Governmental Authority Official Body (whether or not having the force of lawLaw), or (d) such LIBOR Rate Option or Daily LIBOR Option will not adequately and fairly reflect the cost to any Lender of the establishment or maintenance of such portion of the Loan, or (e) after making all reasonable efforts, deposits of the relevant amount in Dollars for the relevant LIBOR Interest Period for any portion of the Loan to which a LIBOR Rate Option applies are not available to any Lender with respect to such portion of the Loan, or to lenders generally, in the London interbank eurodollar Eurodollar market, then, in then the case of any event specified in subsections (a) or (b) above, the Administrative Agent shall promptly so notify the Lenders and the Borrower thereof, and in the case of an event specified in subsections (c), (d) or (e) above, such affected Lender shall must promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall will promptly send copies of such notice and certificate to the other Lenders and the Borrower. Upon such On the date as shall be specified in any such notice (which shall not be earlier than the date such notice is given)notice, the obligation applicable portion of the Lenders in the case of a notice delivered by the Administrative Agent, or such Lender in the case of a notice delivered by a Lender, Loan automatically converts to allow the Borrower to select, Continue, or Convert to a Loan at the LIBOR Rate Option shall be suspended until the Administrative Agent shall have later notified the Borrower, or such affected Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination (which determination shall be conclusive absent manifest error) that the circumstances giving rise to such previous determination no longer exist. In the case of a notice given by a Lender, each of the other Lenders shall continue to offer the LIBOR Rate Option unless and until an event specified in subsections (c), (d) or (e) above affects such Lender. If, at any time, the Administrative Agent makes a determination under subsection (a) or (b) above, and the Borrower has previously notified the Administrative Agent of its selection of, Conversion to or Continuation of a Loan at the LIBOR Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, Conversion to or Continuation of the Base Rate Option otherwise available with respect to such portion of the LoanOption.

LIBOR Unascertainable. If, If --------------------- (a) on any date on which LIBOR would otherwise be determined, the Administrative Agent any Bank shall have determined (which determination shall be conclusive absent manifest error) that: (ai) adequate and reasonable means do not exist for ascertaining LIBOR, or (bii) a contingency has occurred which materially and adversely affects the London interbank eurodollar market relating to LIBOR, or (cb) if at any time any Bank shall have determined (which determination shall be conclusive absent manifest error) that: (i) the making, maintenance or funding of any portion of the LIBOR Loan to which a LIBOR Rate Option applies has been made impracticable or unlawful by compliance by any Lender such Bank in good faith with any Law law or any interpretation or application thereof by any Governmental Authority official body or with any request or directive of any such Governmental Authority official body (whether or not having the force of law), or (dii) such LIBOR Rate Option will not adequately and fairly reflect the cost to any Lender such Bank of the establishment or maintenance of such portion of the any LIBOR Loan, or (eiii) after making all reasonable efforts, deposits of the relevant amount in U.S. Dollars for the relevant LIBOR Interest Period for any portion of the Loan to which a LIBOR Rate Option applies Loan are not available to any Lender such Bank with respect to such portion of the Loan, or to lenders generally, a proposed LIBOR Loan in the London interbank eurodollar market, then, , (iv) then in the case of any event specified in subsections subsection (a) or above, any Bank shall promptly so notify the Agent and the Borrowers thereof and in the case of any event specified in subsection (b) above, the Administrative Agent such Bank shall promptly so notify the Lenders and the Borrower thereof, and Agent in the case of an event specified in subsections (c), (d) or (e) above, such affected Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice writing as to the specific circumstances of such noticeevent, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders Banks and the BorrowerBorrowers. Upon such date as shall be specified in any such notice (which shall not be earlier than the date such notice is given), ) the obligation of (A) the Lenders Banks in the case of a such notice delivered given by the Administrative Agent, Agent or (B) such Lender Bank in the case of a such notice delivered given by a Lender, to allow such Bank the Borrower right of the Borrowers to select, Continue, convert to or Convert to renew a LIBOR Loan at the LIBOR Rate Option shall be suspended until the Administrative Agent shall have later notified the Borrower, Borrowers or such affected Lender Bank shall have later notified the Administrative Agent, of the Administrative Agent’s 's or such Lender’sBank's, as the case may be, determination (which determination shall be conclusive absent manifest error) that the circumstances giving rise to such previous determination no longer exist. In the case of a notice given by a Lender, each of the other Lenders shall continue to offer the LIBOR Rate Option unless and until an event specified in subsections (c), (d) or (e) above affects such Lender. If, If at any time, time the Administrative Agent makes a determination under subsection (a) or (b) aboveof this Section 1.06, and the Borrower has Borrowers have previously notified the Administrative Agent of its their selection of, Conversion conversion to or Continuation renewal of a LIBOR Loan at the LIBOR Rate Option and such Interest Rate Option LIBOR Loan has not yet gone into effect, such notification shall be deemed to provide for selection of, Conversion conversion to or Continuation renewal of the Base Prime Rate Option otherwise available with respect to such portion Loans. If any Bank notifies the Agent of a determination under subsection (b) of this Section 1.06, the Borrowers shall, subject to the Borrowers' indemnification obligations under Section 1.15(b), as to any LIBOR Loan of the LoanBanks on the date specified in such notice either convert such LIBOR Loan to a Prime Rate Loan otherwise available with respect to such Loan or prepay such Loan in accordance with the provisions of this Agreement. Absent due notice from the Borrower of conversion or prepayment such Loan shall automatically be converted to a Prime Rate Loan upon such specified date.

LIBOR Unascertainable. (a) If, on any date on which a LIBOR would otherwise be determined, the Administrative Agent Lender shall have determined (which determination shall be conclusive absent manifest error) that: (ai) adequate and reasonable means do not exist for ascertaining such LIBOR, ; or (bii) a contingency an event or condition has occurred which materially and adversely affects the London interbank eurodollar market relating to LIBOR, or the applicable U.S. eurodollar markets; or (ciii) the making, maintenance or funding of any portion of the Loan to which a LIBOR Rate Option applies has been made impracticable or unlawful by compliance by any the Lender in good faith with any Law or any interpretation or application thereof by any Governmental Authority Official Body or with any request or directive of any such Governmental Authority Official Body (whether or not having the force of lawLaw), ; or (div) such LIBOR Rate Option will not adequately and fairly reflect the cost to any the Lender of the establishment or maintenance of such any portion of the Loan, Loan to which a LIBOR Option applies; or (ev) after making all reasonable efforts, deposits of the relevant amount in Dollars U.S. dollars for the relevant LIBOR Interest Period for any portion of the Loan to which a LIBOR Rate Option applies are not available to any the Lender with respect to such portion of the Loan, or to lenders generally, in the London interbank market or the applicable U.S. eurodollar marketmarkets, then, in the case of any event specified in subsections (a) or (b) above, the Administrative Agent shall promptly so notify the Lenders and the Borrower thereof, and in the case of an event specified in subsections (c), (d) or (e) above, such affected Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the BorrowerBorrower thereof. Upon such date as shall be specified in any such notice (which shall not be earlier than the date such notice is given), the obligation of the Lenders in the case of a notice delivered by the Administrative Agent, or such Lender in the case of a notice delivered by a Lender, to allow the Borrower to select, Continuecontinue, or Convert to renew a Loan at the LIBOR Rate Option shall be suspended until the Administrative Agent shall have later notified the Borrower, or such affected Lender shall have later notified the Administrative Agent, Borrower of the Administrative AgentLender’s or such Lender’s, as the case may be, determination (which determination shall be conclusive absent manifest error) that the circumstances giving rise to such previous determination no longer exist. In Upon any such suspension, interest on the case of a notice given by a Lender, each of the other Lenders Loan shall continue to offer the LIBOR Rate Option unless and until an event specified in subsections (c), (d) or (e) above affects such Lender. If, at any time, the Administrative Agent makes a determination under subsection (a) or (b) above, and the Borrower has previously notified the Administrative Agent of its selection of, Conversion to or Continuation of a Loan be payable at the LIBOR Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, Conversion to or Continuation of the Base Rate Option otherwise available with respect to such portion of the LoanRate.