Common use of LIBOR Unascertainable Clause in Contracts

LIBOR Unascertainable. If the Bank determines (which determination shall be final and conclusive) that, by reason of circumstances affecting the eurodollar market generally, deposits in dollars (in the applicable amounts) are not being offered to banks in the eurodollar market for the selected term, or adequate means do not exist for ascertaining LIBOR, 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) the 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 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 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 the Bank with any guideline, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for the Bank to make or maintain or fund loans based on LIBOR, the Bank shall notify the Borrower. Upon receipt of such notice, until the Bank notifies the Borrower that the circumstances giving rise to such determination no longer apply, (a) the availability of LIBOR shall be suspended, and (b) the interest rate on all amounts outstanding under this Agreement shall be converted to the Base Rate either (i) on the next succeeding Reset Date if the Bank may lawfully continue to maintain or fund loans based on LIBOR to such day, or (ii) immediately if the Bank may not lawfully continue to maintain or fund loans based on LIBOR.

LIBOR Unascertainable. If In the Bank determines event that the Lender or any other Affected Party shall have determined in the exercise of its reasonable business judgment (which determination shall be final conclusive and conclusivebinding upon the Borrowers) that, that by reason of circumstances affecting the eurodollar market generallyinterbank LIBOR market, deposits in dollars (in 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, 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, LIBOR applicable for any Interest Period with respect to: (a) a proposed Loan that a Borrower has requested be made as a LIBOR Loan; (b) a LIBOR Loan that will result from the availability requested conversion of a Base Rate Loan into a LIBOR Loan; or (c) the continuation of LIBOR Loans beyond the expiration of the then current Interest Period with respect thereto, the Lender shall forthwith give written notice of such determination to the Borrowers at least one day prior to, as the case may be, the requested borrowing date for such LIBOR Loan, the conversion date of such Base Rate Loan or the last day of such Interest Period. If such notice is given (i) any requested LIBOR Loan shall be suspendedmade as a Base Rate Loan, (ii) any Base Rate Loan that was to have been converted to a LIBOR Loan shall be continued as a Base Rate Loan, and (biii) the interest rate for all amounts any outstanding under this Agreement to which LIBOR would otherwise apply Loan shall be converted converted, on the next succeeding Reset Date last day of then current Interest Period with respect thereto, to a rate of interest per annum equal to Base Rate Loan. Until such notice has been withdrawn by the Base Rate. In additionLender, if, after the date of this Agreement, the Bank shall determine (which determination no further LIBOR Loan shall be final and conclusive) that any enactment, promulgation or adoption of or any change in any applicable law, rule or regulation, or any change in made nor shall the interpretation or administration thereof by Borrowers have the right to convert a governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any guideline, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for the Bank to make or maintain or fund loans based on LIBOR, the Bank shall notify the Borrower. Upon receipt of such notice, until the Bank notifies the Borrower that the circumstances giving rise to such determination no longer apply, (a) the availability of LIBOR shall be suspended, and (b) the interest rate on all amounts outstanding under this Agreement shall be converted to the Base Rate either (i) on the next succeeding Reset Date if the Bank may lawfully continue Loan to maintain or fund loans based on a LIBOR to such day, or (ii) immediately if the Bank may not lawfully continue to maintain or fund loans based on LIBORLoan.

LIBOR Unascertainable. If In the Bank determines event that the Agent or any other Affected Party shall have determined in the exercise of its reasonable business judgment (which determination shall be final conclusive and conclusivebinding upon the Borrower) that, that by reason of circumstances affecting the eurodollar market generallyinterbank LIBOR market, deposits in dollars (in 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, 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, LIBOR applicable for any Interest Period with respect to: (a) a proposed Loan that the availability Borrower has requested be made as a LIBOR Loan; (b) a LIBOR Loan that will result from the requested conversion of a Base Rate Loan into a LIBOR Loan; or (c) the continuation of LIBOR Loans beyond the expiration of the then current Interest Period with respect thereto, the Agent shall forthwith give written notice of such determination to the Borrower at least one day prior to, as the case may be, the requested borrowing date for such LIBOR Loan, the conversion date of such Base Rate Loan or the last day of such Interest Period. If such notice is given (i) any requested LIBOR Loan shall be suspendedmade as a Base Rate Loan, (ii) any Base Rate Loan that was to have been converted to a LIBOR Loan shall be continued as a Base Rate Loan, and (biii) the interest rate for all amounts any outstanding under this Agreement to which LIBOR would otherwise apply Loan shall be converted converted, on the next succeeding Reset Date last day of then current Interest Period with respect thereto, to a rate of interest per annum equal to Base Rate Loan. Until such notice has been withdrawn by the Base Rate. In additionAgent, if, after the date of this Agreement, the Bank shall determine (which determination no further LIBOR Loan shall be final and conclusive) that any enactment, promulgation or 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 the Bank with any guideline, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency made nor shall make it unlawful or impossible for the Bank to make or maintain or fund loans based on LIBOR, the Bank shall notify the Borrower. Upon receipt of such notice, until the Bank notifies the Borrower that have the circumstances giving rise right to such determination no longer apply, (a) the availability of LIBOR shall be suspended, and (b) the interest rate on all amounts outstanding under this Agreement shall be converted to the convert a Base Rate either (i) on the next succeeding Reset Date if the Bank may lawfully continue Loan to maintain or fund loans based on a LIBOR to such day, or (ii) immediately if the Bank may not lawfully continue to maintain or fund loans based on LIBORLoan.

LIBOR Unascertainable. If In the Bank determines event that the Agent or any other Affected Party shall have determined in the exercise of its reasonable business judgment (which determination shall be final conclusive and conclusivebinding upon the Borrower) that, that by reason of circumstances affecting the eurodollar market generallyinterbank LIBOR market, deposits in dollars (in 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, 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, LIBOR applicable for any Interest Period with respect to: (a) a proposed Loan that the availability Borrower has requested be made as a LIBOR Loan; (b) a LIBOR Loan that will result from the requested conversion of a Base Rate Loan into a LIBOR Loan; or (c) the continuation of LIBOR Loans beyond the expiration of the then current Interest Period with respect thereto, the Agent shall forthwith give written notice of such determination to the Borrower at least one day prior to, as the case may be, the requested borrowing date for such LIBOR Loan, the conversion date of such Base Rate Loan or the last day of such Interest Period. If such notice is given (i) any requested LIBOR Loan shall be suspendedmade as a Base Rate Loan, (ii) any Base Rate Loan that was to have been converted to a LIBOR Loan shall be continued as a Base Rate Loan, and (biii) the interest rate for all amounts Any outstanding under this Agreement to which LIBOR would otherwise apply Loan shall be converted converted, on 76 the next succeeding Reset Date last day of then current Interest Period with respect thereto, to a rate of interest per annum equal to Base Rate Loan. Until such notice has been withdrawn by the Base Rate. In additionAgent, if, after the date of this Agreement, the Bank shall determine (which determination no further LIBOR Loan shall be final and conclusive) that any enactment, promulgation or 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 the Bank with any guideline, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency made nor shall make it unlawful or impossible for the Bank to make or maintain or fund loans based on LIBOR, the Bank shall notify the Borrower. Upon receipt of such notice, until the Bank notifies the Borrower that have the circumstances giving rise right to such determination no longer apply, (a) the availability of LIBOR shall be suspended, and (b) the interest rate on all amounts outstanding under this Agreement shall be converted to the convert a Base Rate either (i) on the next succeeding Reset Date if the Bank may lawfully continue Loan to maintain or fund loans based on a LIBOR to such day, or (ii) immediately if the Bank may not lawfully continue to maintain or fund loans based on LIBORLoan.