Common use of Basis for Determining Interest Rate Inadequate or Unfair Clause in Contracts

Basis for Determining Interest Rate Inadequate or Unfair. If with respect to any Libor Interest Period: (a) Administrative Agent reasonably determines (or Required Lenders advise Administrative Agent in writing), which determination shall be binding and conclusive on the Borrower, that by reason of circumstances affecting the interlender Libor Base market adequate and reasonable means do not exist for ascertaining the applicable Libor Base Rate; or (b) Administrative Agent reasonably determines (or Required Lenders advise Administrative Agent in writing) that the Libor Base Rate will not adequately and fairly reflect the cost to Lenders of maintaining or funding the Loan or any portion thereof for such Libor Interest Period, or that the making or funding of Libor Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of Administrative Agent (or Required Lenders) adversely affects such Loan, then, in either case, so long as such circumstances shall continue: (i) Lenders shall not be under any obligation to make, maintain, convert into or continue Libor Loans and (ii) on the last day of the then current Libor Interest Period for each Libor Loan, each such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each affected Lender shall promptly give the Borrower written notice of any determination made by it under this Section accompanied by a statement setting forth in reasonable detail the basis of such determination.

Basis for Determining Interest Rate Inadequate or Unfair. If with respect to any Libor Interest Period: (a) Administrative Agent reasonably Lender determines (or Required Lenders advise Administrative Agent in writing), which determination shall be binding and conclusive on the Borrower, Borrowers) that by reason of circumstances affecting the interlender Libor Base market adequate and reasonable means do not exist for ascertaining the applicable Libor Base Rate; or (b) Administrative Agent reasonably Lender determines (or Required Lenders advise Administrative Agent in writing) that the Libor Base Rate will not adequately and fairly reflect the cost to Lenders Lender of maintaining or funding the Loan or any portion thereof for such Libor Interest Period, or that the making or funding of Libor Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of Administrative Agent (or Required Lenders) Lender adversely affects such LoanLibor Loans, then, in either case, so long as such circumstances shall continue: (i) Lenders Lender shall not be under any obligation to make, maintain, convert into or continue Libor Loans and (ii) on the last day of the then current Libor Interest Period for each Libor Loan, each such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each affected Lender shall promptly give the Borrower Borrowers written notice of any determination made by it under this Section accompanied by a statement setting forth in reasonable detail the basis of such determination.

Basis for Determining Interest Rate Inadequate or Unfair. If with respect to any Libor Interest Period: (a) the Administrative Agent reasonably determines (or Required Lenders advise Administrative Agent in writing), which determination shall be binding and conclusive on the Borrower, have determined that by reason of circumstances affecting the interlender Libor Base market adequate and reasonable means do not exist for ascertaining the applicable Libor Base Rate; LIBOR Rate for such Interest Period or (b) the Administrative Agent reasonably determines (or shall have received written notice from the Required Lenders advise Administrative Agent in writing) Banks of their determination that the Libor Base LIBOR Rate as determined pursuant to the definition thereof will not adequately and fairly reflect the cost to Lenders such Banks of maintaining or funding the Loan or any portion thereof LIBOR Loans for such Libor Interest Period, the Administrative Agent will forthwith so notify the Banks and Borrower which notice shall set forth in detail the basis for such notice, whereupon until the Administrative Agent or the Required Banks, as the case may be, shall have determined that the making or funding of Libor Loans has become impracticable as a result of an event occurring after circumstances giving rise to such suspension no longer exist and the date of this Agreement which in the opinion of Administrative Agent shall have notified Borrower and the Banks (or and the Required LendersBanks, if making such determination, shall have so notified the Administrative Agent) adversely affects such Loan, then, in either case, so long as such circumstances shall continue: (i) Lenders the LIBOR Rate shall not be under available to Borrower as an interest rate option on any obligation to makeLoans, maintain, convert into or continue Libor Loans and (ii) all of the then outstanding LIBOR Loans shall automatically convert to Base Rate Loans on the last day of the then current Libor Interest Period for each Libor Loan, applicable to each such LIBOR Loan shall, unless then repaid in full, automatically convert and (iii) any Notice of Borrower or Notice of Election given at any time thereafter with respect to LIBOR Loans shall be deemed to be a request for Base Rate LoanLoans. Each affected Lender Interest accrued on each such LIBOR Loan prior to any such conversion shall promptly give be due and payable on the Borrower written notice of any determination made by it under this Section accompanied by a statement setting forth in reasonable detail the basis date of such determinationconversion.

Basis for Determining Interest Rate Inadequate or Unfair. If with respect to any Libor Interest Period: (a) Administrative Agent reasonably determines (or Required Lenders advise Administrative Agent in writing), which determination shall be binding and conclusive on the Borrower, that by reason of circumstances affecting the interlender Libor Base market adequate and reasonable means do not exist for ascertaining the applicable Libor Base Rate; or (b) Administrative Agent reasonably determines (or Required Lenders advise Administrative Agent in writing) that the Libor Base Rate will not adequately and fairly reflect the cost to Lenders of maintaining or funding the Loan or any portion thereof for such Libor Interest Period, or that the making or funding of Libor Loans has become impracticable as a result of an event occurring after -43- the date of this Agreement which in the opinion of Administrative Agent (or Required Lenders) adversely affects such LoanLoans, then, in either case, so long as such circumstances shall continue: (i) Lenders shall not be under any obligation to make, maintain, convert into or continue Libor Loans and (ii) on the last day of the then current Libor Interest Period for each Libor Loan, each such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each affected Lender shall promptly give the Borrower written notice of any determination made by it under this Section accompanied by a statement setting forth in reasonable detail the basis of such determination.

Basis for Determining Interest Rate Inadequate or Unfair. If with respect to any Libor Interest Period: (a) Administrative Agent reasonably determines (or Required Lenders advise Administrative Agent in writing), which determination shall be binding and conclusive on the Borrower, that by reason of circumstances affecting the interlender Libor Base market adequate and reasonable means do not exist for ascertaining the applicable Libor Base Rate; or (b) Administrative Agent reasonably determines (or Required Lenders advise Administrative Agent in writing) that the Libor Base Rate will not adequately and fairly reflect the cost to Lenders of maintaining or funding the Loan or any portion thereof for such Libor Interest Period, or that the making or funding of Libor Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of Administrative Agent (or Required Lenders) adversely affects such LoanLoans, then, in either case, so long as such circumstances shall continue: (i) Lenders shall not be under any obligation to make, maintain, convert into or continue Libor Loans and (ii) on the last day of the then current Libor Interest Period for each Libor Loan, each such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each affected Lender shall promptly give the Borrower written notice of any determination made by it under this Section accompanied by a statement setting forth in reasonable detail the basis of such determination.

Basis for Determining Interest Rate Inadequate or Unfair. If with respect to any Libor Interest Period: (a) If (i) the Administrative Agent reasonably determines (or Required Lenders advise Administrative Agent in writing), which determination shall be binding and conclusive on the Borrower, Company) that by reason of circumstances affecting the interlender Libor Base interbank LIBOR market adequate and reasonable means do not exist for ascertaining the applicable Libor Base LIBOR Rate; or (bii) Administrative Agent reasonably determines (or the Required Lenders advise the Administrative Agent that (1) Dollar deposits are not being offered to banks in writingthe London interbank eurodollar market for the applicable amount and Interest Period of any requested LIBOR Loan or conversion to or continuation of any LIBOR Loan, (2) that adequate and reasonable means do not exist for determining the Libor LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Loan or in connection with a Base Rate Loan or (3) the LIBOR Rate as determined by the Administrative Agent will not adequately and fairly reflect the funding or borrowing cost to such Lenders of maintaining or funding the Loan or any portion thereof LIBOR Loans for such Libor Interest PeriodPeriod (taking into account any amount to which such Lenders may be entitled under Section 8.1), or that then the making or funding of Libor Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of Administrative Agent (or Required Lenders) adversely affects such Loan, then, in either caseshall promptly notify the other parties thereof and, so long as such circumstances shall continue: , (iy) Lenders no Lender shall not be under any obligation to make, maintain, make any LIBOR Loans or Base Rate Loans as to which the interest rate is determined with reference to the LIBOR Rate or convert any Base Rate Loans into or continue Libor LIBOR Loans and (iiz) on the last day of the then current Libor Interest Period for each Libor LIBOR Loan, each such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each affected Lender shall promptly give Loan as to which the Borrower written notice of any determination made by it under this Section accompanied by a statement setting forth in reasonable detail interest rate is not determined with reference to the basis of such determination.LIBOR Rate; or

Basis for Determining Interest Rate Inadequate or Unfair. If with respect to any Libor Interest Period: (a) Administrative Agent reasonably determines (or Required Lenders advise Administrative Agent in writing), which determination shall be binding and conclusive on the BorrowerBorrower absent demonstrable error), that by reason of circumstances affecting the interlender interbank Libor Base market adequate and reasonable means do not exist for ascertaining the applicable Libor Base Rate; or (b) Administrative Agent reasonably determines (or Required Lenders advise Administrative Agent in writing) that the Libor Base Rate will not adequately and fairly reflect the cost to Lenders of maintaining or funding the Loan Loans or any portion thereof for such Libor Interest Period, or that the making or funding of Libor Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of Administrative Agent (or Required Lenders) adversely affects such LoanLoans, then, in either case, so long as such circumstances shall continue: (i) Lenders shall not be under any obligation to make, maintain, convert into or continue Libor Loans and (ii) on the last day of the then current Libor Interest Period for each Libor Loan, each such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each affected Lender shall promptly give the Borrower and Administrative Agent written notice of any determination made by it such Lender under this Section accompanied by a statement setting forth in reasonable detail the basis of such determination.

Basis for Determining Interest Rate Inadequate or Unfair. If with respect to any Libor Interest Period: (a) Administrative Agent Lender reasonably determines (or Required Lenders advise Administrative Agent in writing), which determination shall be binding and conclusive on the Borrower, ) that by reason of circumstances affecting the interlender Libor Base market adequate and reasonable means do not exist for ascertaining the applicable Libor Base Rate; or (b) Administrative Agent reasonably Lender determines (or Required Lenders advise Administrative Agent in writing) that the Libor Base Rate will not adequately and fairly reflect the cost to Lenders Lender of maintaining or funding the Term Loan or any portion thereof for such Libor Interest Period, or that the making or funding of Libor Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of Administrative Agent (or Required Lenders) Lender adversely affects such LoanLoans, then, in either case, so long as such circumstances shall continue: (i) Lenders Lender shall not be under any obligation to make, maintain, convert into or continue Libor Loans and (ii) on the last day of the then current Libor Interest Period for each Libor Loan, each such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each affected Lender shall promptly give the Borrower written notice of any determination made by it under this Section accompanied by a statement setting forth in reasonable detail the basis of such determination.

Basis for Determining Interest Rate Inadequate or Unfair. If with respect to any Libor Interest Period: (a) Administrative Agent reasonably Lender determines (or Required Lenders advise Administrative Agent in writing), which determination shall be binding and conclusive on the Borrower, ) that by reason of circumstances affecting the interlender Libor Base market adequate and reasonable means do not exist for ascertaining the applicable Libor Base Rate; or (b) Administrative Agent reasonably Lender determines (or Required Lenders advise Administrative Agent in writing) that the Libor Base Rate will not adequately and fairly reflect the cost to Lenders Lender of maintaining or funding the Loan or any portion thereof for such Libor Interest Period, or that the making or funding of Libor Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of Administrative Agent (or Required Lenders) Lender adversely affects such LoanLibor Loans, then, in either case, so long as such circumstances shall continue: (i) Lenders Lender shall not be under any obligation to make, maintain, convert into or continue Libor Loans and (ii) on the last day of the then current Libor Interest Period for each Libor Loan, each such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each affected Lender shall promptly give the Borrower written notice of any determination made by it under this Section accompanied by a statement setting forth in reasonable detail the basis of such determination.

Basis for Determining Interest Rate Inadequate or Unfair. If with respect to any Libor Interest Period: (a) Administrative Agent Lender reasonably determines (or Required Lenders advise Administrative Agent in writing), which determination shall be binding and conclusive on the Borrower, ) that by reason of circumstances affecting the interlender Libor Base market adequate and reasonable means do not exist for ascertaining the applicable Libor Base Rate; or (b) Administrative Agent reasonably Lender determines (or Required Lenders advise Administrative Agent in writing) that the Libor Base Rate will not adequately and fairly reflect the cost to Lenders Lender of maintaining or funding the Loan or any portion thereof for such Libor Interest Period, or that the making or funding of Libor Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of Administrative Agent (or Required Lenders) Lender adversely affects such LoanLoans, then, in either case, so long as such circumstances shall continue: (i) Lenders Lender shall not be under any obligation to make, maintain, convert into or continue Libor Loans and (ii) on the last day of the then current Libor Interest Period for each Libor Loan, each such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each affected Lender shall promptly give the Borrower written notice of any determination made by it under this Section accompanied by a statement setting forth in reasonable detail the basis of such determination.

Basis for Determining Interest Rate Inadequate or Unfair. If with respect to any Libor Interest Period: (a) Administrative Agent reasonably determines (or Required Lenders advise Administrative Agent in writing), which determination shall be binding and conclusive on the Borrower, that by reason of circumstances affecting the interlender Libor Base market adequate and reasonable means do not exist for ascertaining the applicable Libor Base Rate; or (b) Administrative Agent reasonably determines (or Required Lenders advise Administrative Agent in writing) that the Libor Base Rate will not adequately and fairly reflect the cost to Lenders of maintaining or funding the Loan or any portion thereof for such Libor Interest Period, or that the making or funding of Libor Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of Administrative Agent (or Required Lenders) adversely affects such Loan, then, in - 40 - DM3\7000734.9 either case, so long as such circumstances shall continue: (i) Lenders shall not be under any obligation to make, maintain, convert into or continue Libor Loans and (ii) on the last day of the then current Libor Interest Period for each Libor Loan, each such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each affected Lender shall promptly give the Borrower written notice of any determination made by it under this Section accompanied by a statement setting forth in reasonable detail the basis of such determination.

Basis for Determining Interest Rate Inadequate or Unfair. If with respect to any Libor Interest Period: (a) Administrative Agent Lender reasonably determines (or Required Lenders advise Administrative Agent in writing), which determination shall be binding and conclusive on the Borrower) that, that by reason of circumstances affecting the interlender Libor Base market interbank libor market, adequate and reasonable means do not exist for ascertaining the applicable Libor Base Rate; or (b) Administrative Agent reasonably Lender determines (or Required Lenders advise Administrative Agent in writing) that the Libor Base Rate will not adequately and fairly reflect the cost to Lenders Lender of maintaining or funding the Term Loan or any portion thereof for such Libor Interest Period, or that the making or funding of Libor Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of Administrative Agent (or Required Lenders) Lender adversely affects such LoanLoans, then, in either case, so long as such circumstances shall continue: (i) Lenders Lender shall not be under any obligation to make, maintain, convert into or continue Libor Loans and (ii) on the last day of the then current Libor Interest Period for each Libor Loan, each such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each affected Lender shall promptly give the Borrower written notice of any determination made by it under this Section accompanied by a statement setting forth in reasonable detail the basis of such determination.

Basis for Determining Interest Rate Inadequate or Unfair. If with respect to any Libor Interest Period: (a) Administrative Agent Lender reasonably determines (or Required Lenders advise Administrative Agent in writing)determines, which determination shall be binding and conclusive on the Borrower, that by reason of circumstances affecting the interlender interbank Libor Base market adequate and reasonable means do not exist for ascertaining the applicable Libor Base Rate; or (b) Administrative Agent Lender reasonably determines (or Required Lenders advise Administrative Agent in writing) that the Libor Base Rate will not adequately and fairly reflect the cost to Lenders Lender of maintaining or funding the Term Loan or any portion thereof for such Libor Interest Period, or that the making or funding of Libor Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of Administrative Agent (or Required Lenders) Lender adversely affects such Loanloan, then, in either case, so long as such circumstances shall continue: (i) Lenders Lender shall not be under any obligation to make, maintain, convert into or continue Libor Loans and (ii) on the last day of the then current Libor Interest Period for each Libor Loan, each such Loan loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each affected Lender shall promptly give the Borrower written notice of any determination made by it under this Section accompanied by a statement setting forth in reasonable detail the basis of such determination.

Basis for Determining Interest Rate Inadequate or Unfair. If with respect to any Libor Interest Period: (a) Administrative Agent reasonably determines (or Required Lenders advise Administrative Agent in writing), which determination shall be binding and conclusive on the Borrower, that by reason of circumstances affecting the interlender Libor Base market adequate and reasonable means do not exist for ascertaining the applicable Libor Base Rate; or (b) Administrative Agent reasonably determines (or Required Lenders advise Administrative Agent in writing) that the Libor Base Rate will not adequately and fairly reflect the cost to Lenders of maintaining or funding the Loan or any portion thereof for such Libor Interest Period, or that the making or funding of Libor Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of Administrative Agent (or Required Lenders) adversely affects such LoanLoans, then, in either case, so long as such circumstances shall continue: (i) Lenders shall not be under any obligation to make, maintain, convert into or continue Libor Loans and (ii) on the last day of the then current Libor Interest Period for each Libor Loan, each such Loan shall, -49- unless then repaid in full, automatically convert to a Base Rate Loan. Each affected Lender shall promptly give the Borrower written notice of any determination made by it under this Section accompanied by a statement setting forth in reasonable detail the basis of such determination.

Basis for Determining Interest Rate Inadequate or Unfair. If with respect to any Libor Interest Period: (a) deposits in Dollars (in the applicable amounts) are not being offered to the Administrative Agent in the interbank eurodollar market for such Interest Period, or the Administrative Agent otherwise reasonably determines (or Required Lenders advise Administrative Agent which determination, if made in writing)good faith, which determination shall be binding and conclusive on the Borrower, Company) that by reason of circumstances affecting the interlender Libor Base interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable Libor Base Eurodollar Rate; or (b) Lenders having an aggregate Revolving Percentage, Term A Percentage or Term B Percentage, as applicable, of 40% or more advise the Administrative Agent reasonably determines that the Eurodollar Rate (or Required Lenders advise Reserve Adjusted) as determined by the Administrative Agent in writing) that the Libor Base Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding the Loan or any portion thereof such Eurodollar Loans for such Libor Interest Period, Period (taking into account any amount to which such Lenders may be entitled under Section 8.1) or that the making or funding of Libor Eurodollar Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of such Lenders materially affects such Loans; then the Administrative Agent (or Required Lenders) adversely affects such Loan, then, in either caseshall promptly notify the other parties thereof and, so long as such circumstances shall continue: , (i) Lenders no Lender shall not be under any obligation to make, maintain, make or convert into or continue Libor Eurodollar Loans and (ii) on the last day of the then current Libor Interest Period for each Libor Eurodollar Loan, each such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each affected Lender shall promptly give the Borrower written notice of any determination made by it under this Section accompanied by a statement setting forth in reasonable detail the basis of such determination.8.3