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, the Required Lenders determine that because of circumstances affecting the interbank eurodollar market no adequate basis exists for determining the LIBOR Rate or that because of the unavailability of dollar deposits in the London interbank eurodollar market (either for the applicable amount and applicable Interest Periods or in general) the LIBOR Rate will not adequately and fairly reflect the cost to Lenders of funding or maintaining the applicable LIBOR Rate Principal for such Interest Period, and such Lenders so notify Administrative Agent and Borrower, then until the Required Lenders notify Administrative Agent and Borrower that the circumstances giving rise to such suspension no longer exist, (a) the obligation of Lenders to permit such LIBOR Rate Election shall be suspended and (b) all existing affected LIBOR Rate Principal shall automatically become Base Rate Principal on the last day of the corresponding Interest Period. Additionally, if with respect to any LIBOR Rate Election or any LIBOR Rate Principal outstanding hereunder, any Lender determines that any applicable Law, or any request or directive (whether or not having the force of Law) of any Tribunal, or compliance therewith by such 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 such Lender so notifies Administrative Agent and Borrower, then until such Lender notifies Administrative Agent and Borrower that the circumstances giving rise to such suspension no longer exist, (a) the obligation of such 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 the Lender determines that it may lawfully continue to fund and maintain the affected LIBOR Rate Principal to such day); or (ii) 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 shall pay to such Lenders the Consequential Loss, if any, pursuant to SECTIONS 1.8 and 1.9 hereof. 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.

Unavailability of Rate. If, with respect to any LIBOR Rate Election, or any LIBOR Rate Principal outstanding hereunder, the Required Lenders determine Lender determines that because of circumstances affecting the interbank eurodollar market no adequate basis exists for determining the LIBOR Rate or that because of the unavailability of dollar deposits in the London interbank eurodollar market (either for the applicable amount and applicable Interest Periods or in general) the LIBOR Rate will not adequately and fairly reflect the cost to Lenders Lender of funding or maintaining the applicable LIBOR Rate Principal for such Interest Period, and such Lenders so notify Administrative Agent and Borrower, then until the Required Lenders notify Administrative Agent and Borrower that the circumstances giving rise to such suspension no longer exist, (a) the obligation of Lenders to permit such LIBOR Rate Election shall be suspended and (b) all existing affected LIBOR Rate Principal shall automatically become Base Rate Principal on the last day of the corresponding Interest Period. Additionally, if with respect to any LIBOR Rate Election or any LIBOR Rate Principal outstanding hereunder, any Lender determines that any applicable Law, or any request or directive (whether or not having the force of Lawlaw) of any Tribunal, or compliance therewith by such 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 such Lender so notifies Administrative Agent and Borrower, then until such Lender notifies Administrative Agent and Borrower that the circumstances giving rise to such suspension no longer exist, (a) the obligation of such 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 the Lender determines that it may lawfully continue to fund and maintain the affected LIBOR Rate Principal to such day); or (ii) 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 shall pay to such Lenders Lender the Consequential Loss, if any, pursuant to SECTIONS 1.8 and 1.9 Section 4 hereof. 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.

Unavailability of Rate. If, with respect to any LIBOR Rate Election, or any LIBOR Rate Principal outstanding hereunder, If the Required Lenders determine that because of circumstances affecting the interbank eurodollar market no adequate basis exists for determining the LIBOR Rate Rate, or that because of the unavailability of dollar deposits in the London interbank eurodollar market (either for the applicable amount and applicable Interest Periods or in general) the LIBOR Rate will not adequately and fairly reflect the cost to 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 Lenders Lender(s) so notify Administrative Agent and BorrowerBorrowers, then until the Required Lenders notify Administrative Agent and Borrower Borrowers that the circumstances giving rise to such suspension no longer exist, (a) the obligation of Lenders Lender(s) to permit such LIBOR Rate Election rate elections as provided Section 1.7.2 shall be suspended and (b) all existing affected LIBOR Rate Principal the Loan shall automatically become accrue interest at the Base Rate Principal on the last day of the corresponding Interest Period. Additionally, if with respect to any LIBOR Rate Election or any LIBOR Rate Principal outstanding hereunder, any Lender reasonably determines 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 such Lender, 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 Administrative Agent and BorrowerBorrowers in writing, then until such Lender notifies Administrative Agent and Borrower Borrowers that the circumstances giving rise to such suspension no longer exist, (ai) the obligation of such 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 such Lenders Lender(s) the Consequential Loss, if any, pursuant to SECTIONS 1.8 and 1.9 hereofSection 1.9. 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 Required Lenders determine London Interbank Offered Rate, or BBA LIBOR Daily Floating Rate, is not available, or if Lender determines that because of circumstances affecting the interbank eurodollar market no adequate basis exists for determining the LIBOR Rate (or BBA LIBOR Daily Floating Rate) or that because of the unavailability of dollar deposits in the London interbank eurodollar market (either for the applicable amount and applicable Interest Periods or in general) the LIBOR Rate (or BBA LIBOR Daily Floating Rate) will not adequately and fairly reflect the cost to Lenders Lender of funding or maintaining the applicable LIBOR Rate Principal for such Interest Period, and such Lenders so notify Administrative Agent and Borrower, then until the Required Lenders notify Administrative Agent and Borrower that the circumstances giving rise to such suspension no longer exist, (a) the obligation of Lenders to permit such LIBOR Rate Election shall be suspended and (b) all existing affected LIBOR Rate Principal shall automatically become Base Rate Principal on the last day of the corresponding Interest Period. Additionally, if with respect to any LIBOR Rate Election or any LIBOR Rate Principal outstanding hereunder, any Lender determines that any applicable Law, or any request or directive (whether or not having the force of Lawlaw) of any Tribunal, or compliance therewith by such 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 such . If Lender so notifies Administrative Agent and Borrower, then until such Lender notifies Administrative Agent and Borrower that the circumstances giving rise to such suspension no longer exist, (a) the obligation of such 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 the 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 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 shall pay to such Lenders Lender the Consequential Loss, if any, pursuant to SECTIONS 1.8 and 1.9 Section 4 hereof. 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.

Unavailability of Rate. If, with respect to any LIBOR Rate Election, If Administrative Agent or any LIBOR Rate Principal outstanding hereunder, the Required Lenders determine that because of circumstances affecting the interbank eurodollar market no adequate basis exists for determining the LIBOR Daily Floating Rate or the 30-Day LIBOR Rate or that because of the unavailability of dollar deposits in LIBOR Daily Floating Rate or the London interbank eurodollar market (either for the applicable amount and applicable Interest Periods or in general) the 30-Day LIBOR Rate will not adequately and fairly reflect the cost to Lenders of funding or maintaining the applicable LIBOR Rate Principal for such Interest PeriodLoan, and such Lenders so notify Administrative Agent so notifies Borrower and BorrowerLenders, then then, until the Required Lenders notify Administrative Agent notifies Borrower and Borrower Lenders that the circumstances giving rise to such suspension determination no longer exist, (a) the obligation of Lenders Principal Debt from day to permit such LIBOR Rate Election day outstanding which is not past due shall be suspended and (b) all existing affected LIBOR Rate Principal shall automatically become Base Rate Principal on bear interest from the last day date Administrative Agent so notifies Borrower until the Maturity Date of the corresponding Interest PeriodNotes (whether by acceleration, declaration, extension or otherwise) at a fluctuating rate of interest equal to the Prime Rate plus one percent (1.00%) per annum. AdditionallyIn addition, if with respect to any the LIBOR Daily Floating Rate Election or any the 30-Day LIBOR Rate Principal outstanding hereunderRate, if any Lender determines determines, and notifies Administrative Agent and Borrower, that any applicable Law, Law or any request or directive (whether or not having the force of Law) of any Tribunal, Tribunal or compliance therewith by such Lender, the Lender prohibits or restricts or makes impossible the making or maintaining of such the Loan at the LIBOR Daily Floating Rate or the 30-Day LIBOR Rate Election or LIBOR Rate Principal or the charging of interest on such at the LIBOR Daily Floating Rate Principal, and such Lender so notifies Administrative Agent and Borroweror the 30-Day LIBOR Rate, then until such the Lender notifies Administrative Agent and Borrower that the circumstances giving rise to such suspension no longer exist, (a) the obligation of such the Lender to permit such fund the Loan at the LIBOR Daily Floating Rate or the 30-Day LIBOR Rate Election shall be suspended suspended, and (b) all existing affected LIBOR Rate Principal principal of the Loan funded by such Lender shall automatically become Base bear interest at the Prime Rate Principalplus one percent (1.00%) per annum, either (i) 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 (ii) 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 shall pay to such Lenders the Consequential Loss, if any, pursuant to SECTIONS 1.8 and 1.9 hereofimmediately. 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 the Lender, otherwise be materially disadvantageous to such the Lender.

Unavailability of Rate. If, with respect to any LIBOR Rate Election, If Administrative Agent or any LIBOR Rate Principal outstanding hereunder, the Required Lenders determine that because of circumstances affecting the interbank eurodollar market no adequate basis exists for determining the LIBOR Daily Floating Rate or the 30-Day LIBOR Rate or that because of the unavailability of dollar deposits in LIBOR Daily Floating Rate or the London interbank eurodollar market (either for the applicable amount and applicable Interest Periods or in general) the 30-Day LIBOR Rate will not adequately and fairly reflect the cost to Lenders of funding or maintaining the applicable LIBOR Rate Principal for such Interest PeriodLoan, and such Lenders so notify Administrative Agent so notifies Borrower and BorrowerLenders, then then, until the Required Lenders notify Administrative Agent notifies Borrower and Borrower Lenders that the circumstances giving rise to such suspension determination no longer exist, (a) the obligation of Lenders Principal Debt from day to permit such LIBOR Rate Election day outstanding which is not past due shall be suspended and (b) all existing affected LIBOR Rate Principal shall automatically become Base Rate Principal on bear interest from the last day date Administrative Agent so notifies Borrower until the Maturity Date of the corresponding Interest PeriodNotes (whether by acceleration, declaration, extension or otherwise) at a fluctuating rate of interest equal to Prime Rate plus one percent (1.00%) per annum. AdditionallyIn addition, if with respect to any the LIBOR Daily Floating Rate Election or any and the 30-Day LIBOR Rate Principal outstanding hereunderRate, if any Lender determines determines, and notifies Administrative Agent and Borrower, that any applicable Law, Law or any request or directive (whether or not having the force of Law) of any Tribunal, Tribunal or compliance therewith by such Lender, the Lender prohibits or restricts or makes impossible the making or maintaining of such the Loan at the LIBOR Daily Floating Rate or the 30-Day LIBOR Rate Election or LIBOR Rate Principal or the charging of interest on such at the LIBOR Daily Floating Rate Principal, and such Lender so notifies Administrative Agent and Borroweror the 30-Day LIBOR Rate, then until such the Lender notifies Administrative Agent and Borrower that the circumstances giving rise to such suspension no longer exist, (a) the obligation of such the Lender to permit such fund the Loan at the LIBOR Daily Floating Rate or the 30-Day LIBOR Rate Election shall be suspended suspended, and (b) all existing affected LIBOR Rate Principal principal of the Loan funded by such Lender shall automatically become Base bear interest at the Prime Rate Principalplus two percent (2.00%) per annum, either (i) 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 (ii) 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 shall pay to such Lenders the Consequential Loss, if any, pursuant to SECTIONS 1.8 and 1.9 hereofimmediately. 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 the Lender, otherwise be materially disadvantageous to such the Lender.

Unavailability of Rate. If, with respect to any LIBOR Rate Election, or any LIBOR Rate Principal outstanding hereunder, the Required Lenders determine Lender determines that because of circumstances affecting the interbank eurodollar market no adequate basis exists for determining the LIBOR Rate or that because of the unavailability of dollar deposits in the London interbank eurodollar market (either for the applicable amount and applicable Interest Periods or in general) the LIBOR Rate will not adequately and fairly reflect the cost to Lenders Lender of funding or maintaining the applicable LIBOR Rate Principal for such Interest Period, and such Lenders so notify Administrative Agent and Borrower, then until the Required Lenders notify Administrative Agent and Borrower that the circumstances giving rise to such suspension no longer exist, (a) the obligation of Lenders to permit such LIBOR Rate Election shall be suspended and (b) all existing affected LIBOR Rate Principal shall automatically become Base Rate Principal on the last day of the corresponding Interest Period. Additionally, if with respect to any LIBOR Rate Election or any LIBOR Rate Principal outstanding hereunder, any Lender determines that any applicable Law, or any request or directive (whether or not having the force of Lawlaw) of any Tribunal, or compliance therewith by such 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 such Lender so notifies Administrative Agent and Borrower, then until such Lender notifies Administrative Agent and Borrower that the circumstances giving rise to such suspension no longer exist, (a) the obligation of such 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 the Lender determines that it may lawfully continue to fund and maintain the affected LIBOR Rate Principal to such day); or (ii) 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 shall will not be obligated to pay to such Lenders the any Consequential Loss, if any, pursuant to SECTIONS 1.8 and 1.9 hereof. Each Lender agrees to designate Loss imposed as 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 Lenderresult thereof.