Common use of INTEREST RATE NOT ASCERTAINABLE, ETC Clause in Contracts

INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that the Appropriate Co-Agent shall have determined (which determination shall be made in good faith and, - 71 - absent manifest error, shall be final, conclusive and binding upon all parties) that on any date for determining the Adjusted LIBO Rate, Special Adjusted LIBO Rate or the Fixed CD Rate for any Interest Period, by reason of any changes arising after the date of this Agreement affecting the London interbank market or the United States secondary certificate of deposit market, as the case may be, or the Appropriate Co-Agent's position in such markets, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Adjusted LIBO Rate, Special Adjusted LIBO Rate or Fixed CD Rate, as the case may be, then, and in any such event, the Appropriate Co-Agent shall forthwith give notice (by telephone confirmed in writing) to Interface and to the Lenders of such determination and a summary of the basis for such determination. Until the Appropriate Co-Agent notifies Interface that the circumstances giving rise to the suspension described herein no longer exist, the obligations of the Lenders to make or permit portions of the Domestic Syndicated Loans, Term Loans, or Multicurrency Syndicated Loans to remain outstanding as CD Rate Advances, Special Adjusted LIBO Rate or Euro Advances as the case may be, shall be suspended, and such affected Advances shall bear the same interest as Base Rate Advances.

INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that the Appropriate Co-Agent Administrative Agent, in the case of the Adjusted LIBO Rate or the CD Rate, shall have determined (which determination shall be made in good faith and, - 71 - absent manifest error, shall be final, conclusive and binding upon all parties) that on any date for determining the Adjusted LIBO Rate, Special Adjusted LIBO Rate or the Fixed CD Rate for any Interest Period, by reason of any changes arising after the date of this Agreement affecting the London interbank market or the United States secondary certificate of deposit market, as the case may be, or the Appropriate Co-Administrative Agent's position in such markets, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Adjusted LIBO Rate, Special Adjusted LIBO Rate or Fixed CD Rate, as the case may be, then, and in any such event, the Appropriate Co-Administrative Agent shall forthwith give notice (by telephone confirmed in writing) to Interface Borrower and to the Lenders of such determination and a summary of the basis for such determination. Until the Appropriate Co-Administrative Agent notifies Interface Borrower that the circumstances giving rise to the suspension described herein no longer exist, the obligations of the Lenders to make or permit portions of the Domestic Syndicated Revolving Loans, Term Line of Credit Loans, or Multicurrency Syndicated Term Loans to remain outstanding past the last day of the then current Interest Periods as CD Rate Advances or Eurodollar Advances, Special Adjusted LIBO Rate or Euro Advances as the case may be, shall be suspended, and such affected Advances shall bear the same interest as Base Rate Advances.

INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that the Appropriate Co-Agent shall have determined (which determination shall be made in good faith and, - 71 - absent manifest error, shall be final, conclusive and binding upon all parties) that on any date for determining the Adjusted LIBO Rate, Special Adjusted LIBO Rate or the Fixed CD Adjusted Special LIBO Rate for any Interest Period, by reason of any changes arising after the date of this Agreement affecting the London interbank market or the United States secondary certificate of deposit market, as the case may be, or the Appropriate Co-Agent's position in such markets, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Adjusted LIBO Rate, Special Adjusted LIBO Rate or Fixed CD Adjusted Special LIBO Rate, as the case may be, then, and in any such - 81 - event, the Appropriate Co-Agent shall forthwith give notice (by telephone confirmed in writing) to Interface and to the Lenders of such determination and a summary of the basis for such determination. Until the Appropriate Co-Agent notifies Interface that the circumstances giving rise to the suspension described herein no longer exist, (i) the obligations of the Lenders to make or permit portions of the Domestic Syndicated Loans, Term Loans, Loans or Multicurrency Syndicated Loans to remain outstanding as CD Rate Advances, Adjusted Special Adjusted LIBO Rate or Euro Advances LIBOR Advances, as the case may be, shall be suspended, (ii) such affected Advances, if made and outstanding in an Eligible Currency, shall be converted to Advances in Dollars based on the Dollar Equivalent amounts thereof as of the date of such conversion, and (iii) all such affected Advances shall bear the same interest as Base Rate Advances.

INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that the Appropriate Co-Agent shall have determined (which determination shall be made in good faith and, - 71 - absent manifest error, shall be final, conclusive and binding upon all parties) that on any date for determining the Adjusted LIBO Rate, Special Adjusted LIBO Rate or the Fixed CD Rate for any Interest Period, by reason of any changes arising after the date of this Agreement affecting the London interbank market or the United States secondary certificate of deposit market, as the case may be, or the Appropriate Co-Agent's position in such markets, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Adjusted LIBO Rate, Special Adjusted LIBO Rate or Fixed CD Rate, as the case may be, then, and in any such event, the Appropriate Co-Agent shall forthwith give notice (by telephone confirmed in writing) to Interface and to the Lenders of such determination and a summary of the basis for such determination. Until the Appropriate Co-Agent notifies Interface that the circumstances giving rise to the suspension described herein no longer exist, (i) the obligations of the Lenders to make or permit portions of the Domestic Syndicated Loans, Term Loans, Loans or Multicurrency Syndicated Loans to remain outstanding as CD Rate LIBOR Advances, Special Adjusted LIBO Rate or Euro Advances as the case may be, shall be suspended, (ii) such affected Advances, if made and outstanding in a Foreign Currency, shall be converted to Advances in Dollars based on the Dollar Equivalent amounts thereof as of the date of such conversion, and (iii) all such affected Advances shall bear the same interest as Base Rate Advances; provided that Interface shall pay to the Multicurrency Agent, the Domestic Agent and the Lenders any and all costs, fees and other expenses incurred by the Multicurrency Agent, the Domestic Agent and the Lenders in effecting such conversion.

INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that the Appropriate Co-Agent Agent, in the case of the Adjusted LIBO Rate, shall have determined (which determination shall be made in good faith and, - 71 - absent manifest error, shall be final, conclusive and binding upon all parties) that on any date for determining the Adjusted LIBO Rate, Special Adjusted LIBO Rate or the Fixed CD Rate for any Interest Period, by reason of any changes arising after the date of this Agreement affecting the London interbank market or the United States secondary certificate of deposit market, as the case may be, or the Appropriate Co-Agent's position in such marketsmarket, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Adjusted LIBO Rate, Special Adjusted Ad justed LIBO Rate or Fixed CD Rate, as the case may be, then, and in any such event, the Appropriate Co-Agent shall forthwith give notice (by telephone confirmed in writing) to Interface Borrower and to the Lenders of such determination and a summary of the basis for such determination. Until the Appropriate Co-Agent notifies Interface Borrower that the circumstances giving rise to the suspension described herein no longer exist, the obligations of the Lenders to make or permit portions of the Domestic Syndicated Revolving Loans, Term Line of Credit Loans, or Multicurrency Syndicated Term Loans to remain outstanding past the last day of the then current Interest Periods as CD Rate Advances, Special Adjusted LIBO Rate or Euro Eurodollar Advances as the case may be, shall be suspended, and such affected Advances shall bear the same interest as Base Rate Advances.

INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that the Appropriate Co-Agent shall have determined (which determination shall be made in good faith and, - 71 - absent manifest error, shall be final, conclusive and binding upon all parties) that on any date for determining the Adjusted LIBO Rate, Special Adjusted LIBO Rate or the Fixed CD Rate for any Interest Period, by reason of any changes arising after the date of this Agreement affecting the London interbank market or the United States secondary certificate of deposit market, as the case may be, or the Appropriate Co-Agent's position in such markets, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Adjusted LIBO Rate, Special Adjusted LIBO Rate or Fixed CD Rate, as the case may be, then, and in any such event, the Appropriate Co-Agent shall forthwith give notice (by telephone confirmed in writing) to Interface and to the Lenders of such determination and a summary of the basis for such determination. Until the Appropriate Co-Agent notifies Interface that the circumstances giving rise to the suspension described herein no longer exist, (i) the obligations of the Lenders to make or permit portions of the Domestic Syndicated Loans, Term Loans, Loans or UK Multicurrency Syndicated Loans to remain outstanding as CD Rate LIBOR Advances, Special Adjusted LIBO Rate or Euro Advances as the case may be, shall be suspended, (ii) such affected Advances, if made and outstanding in a Foreign Currency, shall be converted to Advances in Dollars based on the Dollar Equivalent amounts thereof as of the date of such conversion, and (iii) all such affected Advances shall bear the same interest as Base Rate Advances; PROVIDED that Interface shall pay to the Multicurrency Agent, the Domestic Agent and the Lenders any and all costs, fees and other expenses incurred by the Multicurrency Agent, the Domestic Agent and the Lenders in effecting such conversion.