Common use of Substitute Basis Clause in Contracts

Substitute Basis. In the event that on any date (i) any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto) that the making, maintaining, converting to or continuation of its LIBO Rate Loans has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) the Lender determines (which determination shall be final and conclusive and binding upon all parties hereto) that the making, maintaining, converting to or continuation of its LIBO Rate Loans has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of the Lender in that market, then, and in any such event, the Lender shall on that day give notice (by e-mail or by telephone confirmed in writing) to the Borrower of such determination. If the Lender makes such a determination, then (1) the obligation of the Lender to make Loans as, or to convert Loans to, LIBO Rate Loans shall be suspended until such notice shall be withdrawn by the Lender, (2) to the extent such determination by the Lender relates to a LIBO Rate Loan then being requested by the Borrower pursuant to a Notice of Borrowing or a Continuation Notice, the Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (3) the Lender’s obligations to maintain its outstanding LIBO Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by the Lender as described above relates to a LIBO Rate Loan then being requested by the Borrower pursuant to a Notice of Borrowing or a Continuation Notice, the DELAYED DRAW TERM LOAN CREDIT AGREEMENT Borrower shall have the option to rescind such Notice of Borrowing or Continuation Notice as to all Lenders by giving written or telephonic notice (promptly confirmed by delivery of written notice thereof) to the Lender of such rescission on the date on which the Lender gives notice of its determination as described above.

Substitute Basis. In During the event that on any date (i) any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto) that the making, maintaining, converting to or continuation of its LIBO Rate Loans has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) the Lender determines (which determination shall be final and conclusive and binding upon all parties hereto) that the making, maintaining, converting to or continuation of its LIBO Rate Loans has become impracticable, as a result of contingencies occurring after 30 days following the date hereof which materially and adversely affect the London interbank market or the position of the Lender in that market, then, and in any such event, the Lender shall on that day give notice (by e-mail or by telephone confirmed in writing) given to the Borrower of such determination. If the Lender makes such a determination, then (1) the obligation of the Lender to make Loans as, or to convert Loans to, LIBO Rate Loans shall be suspended until such notice shall be withdrawn by the Lender, (2) to the extent such determination by the Lender relates to a LIBO Rate Loan then being requested by the Borrower pursuant to a Notice of Borrowing or a Continuation Noticesubsections 2.6B and 2.6C, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith in order to arrive at a mutually acceptable alternative basis for determining the interest rate from time to time applicable to the affected Loans (the "SUBSTITUTE BASIS"). If, within the 30 days following the date of any such notice to the Borrower, the Administrative Agent, the Lenders and the Borrower shall agree upon a Substitute Basis, such Substitute Basis shall be retroactive to and effective from the first day of the then current Interest Period until and including the last day of such Interest Period. If, after 30 days from the date of such notice, the Lenders and the Borrower shall have failed to agree upon a Substitute Basis, then each Lender shall make certify in writing to the Borrower through the Administrative Agent (such Loan as (or continue such Loan as or convert such Loan to, as certification to be conclusive and binding on all of the case may be) a Base Rate Loan, (3parties hereto absent manifest error) the interest rate at which such Lender is prepared to make or maintain its affected Loan for such Interest Period, it being understood that such Lender’s obligations 's interest rate shall be at a rate per annum equal to the sum of the Applicable Margin plus, a rate which adequately and fairly reflects the cost to such Lender of obtaining the funds necessary to maintain its outstanding LIBO Rate affected Loan for such Interest Period, such interest rate to be retroactive to and effective from the first day of such Interest Period. If no Substitute Basis is established, upon receipt of notice of the interest rates at which the Lenders are prepared to make or maintain their respective affected Loans, the Borrower shall have the right, exercisable upon ten Business Days' prior notice to any Lender through the Administrative Agent, (A) to continue to borrow Loans (the “Affected Loans”) shall be terminated at the earlier interest rates so advised by the respective Lenders (as such rates may be modified, from time to occur time, at the outset of the expiration of the each subsequent Interest Period then Period) or (B) to prepay in effect with respect to full the Affected Loans or when required of any Lender, together with accrued interest thereon at the interest rate certified in writing by lawsuch Lender as provided above, and (4) the whereupon such Affected Loans shall automatically convert into Base Rate Loans become due and payable on the date specified by the Borrower in such notice. In determining the actual interest rate per annum to be charged on any Loan, the Substitute Basis or the interest rate advised by the respective Lenders to apply to a Loan in accordance with the provisions of this subsection 2.6G shall be increased to the rate per annum obtained by dividing the Substitute Basis or such advised interest rate by a percentage equal to 100% MINUS the then stated maximum rate of all required reserve requirements under applicable law (including any marginal, emergency, supplemental, special or other reserves) and applicable on the date of such termination. Notwithstanding the foregoing, to the extent a determination by the Lender as described above relates to a LIBO Rate Loan then being requested by the Borrower pursuant to a Notice of Borrowing or a Continuation Notice, the DELAYED DRAW TERM LOAN CREDIT AGREEMENT Borrower shall have the option to rescind such Notice of Borrowing or Continuation Notice as to all Lenders by giving written or telephonic notice (promptly confirmed by delivery of written notice thereof) to the Lender of such rescission on interest rate to any member bank of the date on which Federal Reserve System in respect of "Eurocurrency liabilities" as defined in Regulation D of the Lender gives notice Board of its determination Governors of the Federal Reserve System, as described abovein effect from time to time (or any successor category of liabilities under Regulation D).

Substitute Basis. In During the event 30 days following the date of any notice given to Borrower pursuant to subsections 2.6B and 2.6C, Agent, the Lenders and Borrower shall negotiate in good faith in order to arrive at a mutually acceptable alternative basis for determining the interest rate from time to time applicable to the affected Loans (the "Substitute Basis"). If within the 30 days following the date of any such notice to Borrower, Agent, the Lenders and Borrower shall agree upon a Substitute Basis, such Substitute Basis shall be retroactive to and effective from the first day of the then current Interest Period until and including the last day of such Interest Period. If after 30 days from the date of such notice, the Lenders and Borrower shall have failed to agree upon a Substitute Basis, then each Lender shall certify in writing to Borrower through Agent (such certification to be conclusive and binding on all of the parties hereto absent manifest error) the interest rate at which such Lender is prepared to make or maintain its affected Loan for such Interest Period, it being understood that on any date such Lender's interest rate shall be at a rate per annum equal to the sum of the Applicable Margin plus a rate which adequately and fairly reflects the cost to such Lender of obtaining the funds necessary to maintain its affected Loan for such Interest Period, such interest rate to be retroactive to and effective from the first day of such Interest Period. If no Substitute Basis is established, upon receipt of notice of the interest rates at which the Lenders are prepared to make or maintain their respective affected Loans, Borrower shall have the right (i) exercis able upon ten Business Days' prior notice to any Lender shall have determined through Agent (which determination shall A) to continue to borrow Loans at the interest rates so advised by the respective Lenders (as such rates may be final and conclusive and binding upon all parties heretomodified, from time to time, at the outset of each subsequent Interest Period) that or (B) to prepay in full the makingAffected Loans of any Lender, maintaining, converting to or continuation of its LIBO Rate Loans has become unlawful as a result of compliance together with accrued interest thereon at the interest rate certified in writing by such Lender in good faith with any lawas provided above, treaty, governmental rule, regulation, guideline or order (or would conflict with any whereupon such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) the Lender determines (which determination shall be final and conclusive and binding upon all parties hereto) that the making, maintaining, converting to or continuation of its LIBO Rate Loans has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of the Lender in that market, then, and in any such event, the Lender shall on that day give notice (by e-mail or by telephone confirmed in writing) to the Borrower of such determination. If the Lender makes such a determination, then (1) the obligation of the Lender to make Loans as, or to convert Loans to, LIBO Rate Loans shall be suspended until such notice shall be withdrawn by the Lender, (2) to the extent such determination by the Lender relates to a LIBO Rate Loan then being requested by the Borrower pursuant to a Notice of Borrowing or a Continuation Notice, the Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (3) the Lender’s obligations to maintain its outstanding LIBO Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (4) the Affected Loans shall automatically convert into Base Rate Loans become due and payable on the date specified by Borrower in such notice. In determining the actual interest rate per annum to be charged on any Loan, the Substitute Basis or the interest rate advised by the respective Lenders to apply to a Loan in accordance with the provisions of this subsection 2.6G shall be increased to the rate per annum obtained by dividing the Substitute Basis or such advised interest rate by a percentage equal to 100% minus the then stated maximum rate of all required reserve requirements under applicable law (including any marginal, emergency, supplemental, special or other reserves) and applicable on the date of such termination. Notwithstanding the foregoing, to the extent a determination by the Lender as described above relates to a LIBO Rate Loan then being requested by the Borrower pursuant to a Notice of Borrowing or a Continuation Notice, the DELAYED DRAW TERM LOAN CREDIT AGREEMENT Borrower shall have the option to rescind such Notice of Borrowing or Continuation Notice as to all Lenders by giving written or telephonic notice (promptly confirmed by delivery of written notice thereof) to the Lender of such rescission on interest rate to any member bank of the date on which Federal Reserve System in respect of "Eurocurrency liabilities" as defined in Regulation D of the Lender gives notice Board of its determination Governors of the Federal Reserve System, as described abovein effect from time to time (or any successor category of liabilities under regulation D).

Substitute Basis. In During the event that on 30 days following the date of any notice given to Borrower pursuant to subsections 2.6B and 2.6C, Administrative Agent, the Lenders and Borrower shall negotiate in good faith in order to arrive at a mutually acceptable alternative basis for determining the interest rate from time to time applicable to the affected Loans (the "Substitute Basis"). If within the 30 days following the date (i) of any such notice to Borrower, Administrative Agent, the Lenders and Borrower shall agree upon a Substitute Basis, such Substitute Basis shall be retroactive to and effective from the first day of the then current Interest Period until and including the last day of such Interest Period. If after 30 days from the date of such notice, the Lenders and Borrower shall have failed to agree upon a Substitute Basis, then each Lender shall have determined certify in writing to Borrower through Administrative Agent (which determination shall such certification to be final and conclusive and binding on all of the parties hereto absent manifest error) the interest rate at which such Lender is prepared to make or maintain its affected Loan for such Interest Period, it being understood that such Lender's interest rate shall be at a rate per annum equal to the sum of the Applicable Margin plus a rate which adequately and fairly reflects the cost to such Lender of obtaining the funds necessary to maintain its affected Loan for such Interest Period, such interest rate to be retroactive to and effective from the first day of such Interest Period. If no Substitute Basis is established, upon all parties heretoreceipt of notice of the interest rates at which the Lenders are prepared to make or maintain their respective affected Loans, Borrower shall have the right exercisable upon ten Business Days' prior notice to any Lender through Administrative Agent (A) that to continue to borrow Loans at the makinginterest rates so advised by the respective Lenders (as such rates may be modified, maintainingfrom time to time, converting at the outset of each subsequent Interest Period) or (B) to or continuation prepay in full the Affected Loans of its LIBO Rate Loans has become unlawful as a result of compliance any Lender, together with accrued interest thereon at the interest rate certified in writing by such Lender in good faith with any lawas provided above, treaty, governmental rule, regulation, guideline or order (or would conflict with any whereupon such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) the Lender determines (which determination shall be final and conclusive and binding upon all parties hereto) that the making, maintaining, converting to or continuation of its LIBO Rate Loans has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of the Lender in that market, then, and in any such event, the Lender shall on that day give notice (by e-mail or by telephone confirmed in writing) to the Borrower of such determination. If the Lender makes such a determination, then (1) the obligation of the Lender to make Loans as, or to convert Loans to, LIBO Rate Loans shall be suspended until such notice shall be withdrawn by the Lender, (2) to the extent such determination by the Lender relates to a LIBO Rate Loan then being requested by the Borrower pursuant to a Notice of Borrowing or a Continuation Notice, the Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (3) the Lender’s obligations to maintain its outstanding LIBO Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (4) the Affected Loans shall automatically convert into Base Rate Loans become due and payable on the date specified by Borrower in such notice. In determining the actual interest rate per annum to be charged on any Loan, the Substitute Basis or the interest rate advised by the respective Lenders to apply to a Loan in accordance with the provisions of this subsection 2.6G shall be increased to the rate per annum obtained by dividing the Substitute Basis or such advised interest rate by a percentage equal to 100% minus the then stated maximum rate of all required reserve requirements under applicable law (including any marginal, emergency, supplemental, special or other reserves) and applicable on the date of such termination. Notwithstanding the foregoing, to the extent a determination by the Lender as described above relates to a LIBO Rate Loan then being requested by the Borrower pursuant to a Notice of Borrowing or a Continuation Notice, the DELAYED DRAW TERM LOAN CREDIT AGREEMENT Borrower shall have the option to rescind such Notice of Borrowing or Continuation Notice as to all Lenders by giving written or telephonic notice (promptly confirmed by delivery of written notice thereof) to the Lender of such rescission on interest rate to any member bank of the date on which Federal Reserve System in respect of "Eurocurrency liabilities" as defined in Regulation D of the Lender gives notice Board of its determination Governors of the Federal Reserve System, as described abovein effect from time to time (or any successor category of liabilities under Regulation D).