Common use of LIBOR Unavailability Clause in Contracts

LIBOR Unavailability. If Lender determines in good faith (which determination shall be conclusive, absent manifest error) prior to the commencement of any Interest Period that (i) the making or maintenance of any LIBOR Loan would violate any applicable law, rule, regulation or directive, whether or not having the force of law, (ii) United States dollar deposits in the principal amount, and for periods equal to the Interest Period for funding any LIBOR Loan are not available in the London Interbank Eurodollar market in the ordinary course of business, or (iii) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the LIBOR Rate to be applicable to the relevant LIBOR Loan, or (iv) the LIBOR Rate plus the applicable margin does not accurately reflect the cost to Lender of a LIBOR Loan, Lender shall promptly notify Borrowers thereof and, so long as the foregoing conditions continue, none of the Loans may be advanced as a LIBOR Loan thereafter. In the event of such LIBOR unavailability, in addition, at Borrowers’ option, each existing LIBOR Loan shall be immediately converted to a Loan bearing interest with reference to the Prime Rate (plus such margin as reasonably determined by Lender so as to result in an interest rate as close to possible as the interest rate in effect immediately prior to the occurrence of such event) on the last Business Day of the then existing Interest Period, and thereafter the interest rate applicable shall be equal to the Prime Rate from time to time plus such margin (except if the Default Rate is applicable as set forth in this Agreement).

LIBOR Unavailability. If Lender determines in good faith (which determination shall be conclusiveconclusive and binding upon Borrower, absent manifest error) prior to the commencement of any Interest Period that (i) dollar deposits in an amount approximately equal to the making or maintenance portion of any the advances for which Borrower has exercised the LIBOR Loan would violate any applicable law, rule, regulation or directive, whether or Rate Option for the designated LIBOR Interest Period are not having generally available at such time in the force of lawLondon Interbank Market for deposits in dollars, (ii) United States dollar the rate at which such deposits in are being offered will not adequately and fairly reflect the principal amount, and cost to Lender of maintaining an Adjusted LIBOR Rate on such portion of the advances or of funding the same for periods equal to the such LIBOR Interest Period for funding any LIBOR Loan are not available in the London Interbank Eurodollar market in the ordinary course of business, or (iii) by reason of due to circumstances affecting the London Interbank Eurodollar marketMarket generally, adequate and fair (iii) reasonable means do not exist for ascertaining the an Adjusted LIBOR Rate to be applicable to the relevant LIBOR LoanRate, or (iv) the an Adjusted LIBOR Rate plus would be in excess of the applicable margin does not accurately reflect the cost to Lender of a LIBOR Loanmaximum interest rate which Borrower may by law pay, then, in any such event, Lender shall promptly so notify Borrowers thereof andBorrower and all portions of the advances bearing interest at an Adjusted LIBOR Rate that are so affected shall, so long as of the date of such notification with respect to any event described in item (ii) or (iv) above, or as of the expiration of the applicable LIBOR Interest Period with respect to an event described in item (i) or (iii) above, bear interest at the Adjusted Prime Rate until such time as the foregoing conditions continue, none of the Loans may be advanced as a LIBOR Loan thereafter. In the event of such LIBOR unavailability, situations described herein are no longer in addition, at Borrowers’ option, each existing LIBOR Loan shall be immediately converted to a Loan bearing interest with reference to the Prime Rate (plus such margin as reasonably determined by Lender so as to result in an interest rate as close to possible as the interest rate in effect immediately prior to the occurrence of such event) on the last Business Day of the then existing Interest Period, and thereafter the interest rate applicable shall be equal to the Prime Rate from time to time plus such margin (except if the Default Rate is applicable as set forth in this Agreement)effect.