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) Lender reasonably determines (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) Lender determines that the Libor Base Rate will not adequately and fairly reflect the cost to 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 Lender adversely affects such Loans, then, in either case, so long as such circumstances shall continue: (i) Lender shall not be under any obligation to make, 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. 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) Lender reasonably determines (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) Lender determines that the Libor Base Rate will not adequately and fairly reflect the cost to 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 Lender adversely affects such Libor Loans, then, in either case, so long as such circumstances shall continue: (i) Lender shall not be under any obligation to make, 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. 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) Lender 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) Lender 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 Lender Lenders 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 Lender Administrative Agent (or Required Lenders) adversely affects such Loans, then, in either case, so long as such circumstances shall continue: (i) Lender Lenders shall not be under any obligation to make, 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 on or prior to the first day of any Libor Interest Period: : (a) Lender reasonably determines (which determination shall be binding and conclusive on the Borrower) 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 LIBO Rate; or or (b) Lender reasonably determines (which determination shall be binding and conclusive on Borrower) that for any reason in connection with any request for a LIBOR Loan or a conversion thereto or a continuation thereof that Dollar deposits are not being offered to banks in the Libor Base London interbank Eurodollar market for the applicable amount and Interest Period of such LIBOR Loans, the LIBO Rate as determined by Lender will not adequately and fairly reflect the cost to Lender of maintaining or funding the Term Loan or any portion thereof LIBOR Loans for such Libor Interest Period, Period or that the making or funding of Libor LIBOR Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of Lender adversely materially affects such Loans, then, in either case; then Lender shall promptly notify Borrower and, so long as such circumstances shall continue: , (i) Lender shall not be under any obligation to make, make or convert any Base Rate Loans into or continue Libor LIBOR Loans and (ii) 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. , until 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 revokes such determinationnotice.

Basis for Determining Interest Rate Inadequate or Unfair. If with respect to any Libor Interest Period: (a) Lender Administrative Agent reasonably determines (or Required Lenders advise Administrative Agent in writing), which determination shall be binding and conclusive on the Borrower) Borrower 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) Lender 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 Lender Lenders of maintaining or funding the Term 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 Lender Administrative Agent (or Required Lenders) adversely affects such Loans, then, in either case, so long as such circumstances shall continue: (i) Lender Lenders shall not be under any obligation to make, 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 on or prior to the first day of any Libor Interest Period: Period for any EuroDollar Loan: (a) Lender reasonably the Bank determines (which determination shall be binding and conclusive on the Borrowerconclusive) that by reason of circumstances affecting the interlender Libor Base market relevant market, adequate and reasonable means do not exist for ascertaining the applicable Libor Base Rate; or EuroDollar Rate for such Interest Period, or (b) Lender the Bank determines (which determination shall be conclusive) that the Libor Base Adjusted London Interbank Offered Rate will not adequately and fairly reflect the cost to Lender the Bank of maintaining or funding the Term Loan or any portion thereof its EuroDollar Loans for such Libor Interest Period, or the Bank shall forthwith give notice thereof to the Borrower, whereupon until the Bank notifies the Borrower that the making or funding circumstances giving rise to such suspension no longer exist (which notice shall be given forthwith upon receipt by the Bank of Libor Loans has become impracticable as a result notice of an event occurring after the date of this Agreement which in the opinion of Lender adversely affects such Loansdetermination), then, in either case, so long as such circumstances shall continue: (i) Lender the ability of the Borrower to request EuroDollar Loans, or to continue or convert outstanding Loans as or into EuroDollar Loans, shall not be under any obligation to makesuspended, convert into or continue Libor Loans and (ii) each outstanding EuroDollar Loan shall be converted into a Base Rate Loan on the last day of the then current Libor Interest Period applicable thereto. Unless the Borrower notifies the Bank at least two Business Days before the date of any EuroDollar Borrowing for each Libor Loanwhich a Notice of Borrowing has previously been given (which has not been followed by a notification from the Bank as aforesaid) that it elects not to borrow on such date, each such Loan shall, unless then repaid in full, automatically convert to Borrowing shall instead be made as a Base Rate Loan. 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 determinationBorrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If with respect on or prior to the first day of any Libor Interest Period: : (a) Lender The Administrative Agent reasonably determines (which determination shall be binding and conclusive on the Borrower) 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 RateLIBO Rate pursuant to the definition thereof; or or (b) Lender determines the Required Lenders advise Administrative Agent that for any reason in connection with request for a LIBOR Loan or a conversion thereto or a continuation thereof that Dollar deposits are not being offered to banks in the Libor Base London interbank Eurodollar market for the applicable amount and Interest Period of such LIBOR Loans, the LIBO Rate as determined by Administrative Agent will not adequately and fairly reflect the cost to Lender any Lenders of maintaining or funding the Term Loan or any portion thereof LIBOR Loans for such Libor Interest Period, Period or that the making or funding of Libor LIBOR Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of such Lender adversely materially affects such Loans, then, in either case; then Administrative Agent shall promptly notify Borrower and, so long as such circumstances shall continue: , (i) no Lender shall not be under any obligation to make, make or convert any Base Rate Loans into or continue Libor LIBOR Loans and (ii) 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. Lender shall promptly give Loan until 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 Administrative Agent revokes such determinationnotice.

Basis for Determining Interest Rate Inadequate or Unfair. If with respect on or prior to the first day of any Libor Interest Period: : (a) Lender reasonably determines (which determination shall be binding and conclusive on the BorrowerBorrowers) 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 LIBO Rate; or or (b) Lender reasonably determines (which determination shall be binding and conclusive on Borrowers) that for any reason in connection with any request for a LIBOR Loan or a conversion thereto or a continuation thereof that Dollar deposits are not being offered to banks in the Libor Base London interbank Eurodollar market for the applicable amount and Interest Period of such LIBOR Loans, the LIBO Rate as determined by Lender will not adequately and fairly reflect the cost to Lender of maintaining or funding the Term Loan or any portion thereof LIBOR Loans for such Libor Interest Period, Period or that the making or funding of Libor LIBOR Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of Lender adversely materially affects such Loans, then, in either case; then Lender shall promptly notify Borrowers and, so long as such circumstances shall continue: , (i) Lender shall not be under any obligation to make, make or convert any Base Rate Loans into or continue Libor LIBOR Loans and (ii) 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. , until 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 revokes such determinationnotice.

Basis for Determining Interest Rate Inadequate or Unfair. If with respect on or prior to the first day of any Libor Interest Period: : (a) Lender The Administrative Agent reasonably determines (which determination shall be binding and conclusive on the BorrowerBorrowers) 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 RateLIBO Rate pursuant to the definition thereof; or or (b) Lender determines the Required Lenders advise Administrative Agent that for any reason in connection with request for a LIBOR Loan or a conversion thereto or a continuation thereof that Dollar deposits are not being offered to banks in the Libor Base London interbank Eurodollar market for the applicable amount and Interest Period of such LIBOR Loans, the LIBO Rate as determined by Administrative Agent will not adequately and fairly reflect the cost to Lender any Lenders of maintaining or funding the Term Loan or any portion thereof LIBOR Loans for such Libor Interest Period, Period or that the making or funding of Libor LIBOR Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of such Lender adversely materially affects such Loans, then, in either case; then Administrative Agent shall promptly notify Borrowers and, so long as such circumstances shall continue: , (i) no Lender shall not be under any obligation to make, make or convert any Base Rate Loans into or continue Libor LIBOR Loans and (ii) 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. Lender shall promptly give Loan until 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 Administrative Agent revokes such determinationnotice.

Basis for Determining Interest Rate Inadequate or Unfair. If with respect to any Libor Interest Period: (a) Lender reasonably determines (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) Lender reasonably determines that the Libor Base Rate will not adequately and fairly reflect the cost to 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 Lender adversely affects such Loansloan, then, in either case, so long as such circumstances shall continue: (i) 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) Lender reasonably determines (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) Lender determines that the Libor Base Rate will not adequately and fairly reflect the cost to 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 Lender adversely affects such Loans, then, in either case, so long as such circumstances shall continue: (i) Lender shall not be under any obligation to make, 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. 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) Lender reasonably determines (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) Lender determines that the Libor Base Rate will not adequately and fairly reflect the cost to 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 Lender adversely affects such Loans, then, in either case, so long as such circumstances shall continue: (i) Lender shall not be under any obligation to make, 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. 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.