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 Interest Period: (a) deposits in U.S. Dollars (in the applicable amounts) are not being offered to Lender in the relevant market for such Interest Period, or (b) Lender determines in good faith that the LIBOR Rate as determined pursuant to the definition thereof will not adequately and fairly reflect the cost to Lender of maintaining or funding the LIBOR Loans for such Interest Period, Lender shall forthwith give notice thereof to Borrower whereupon until Lender notifies Borrower that the circumstances giving rise to such suspension no longer exist, (i) the LIBOR Rate shall not be available to Borrower as an interest rate option on any portion of the Loan and (ii) all of the then outstanding LIBOR Loans shall automatically convert to Base Rate Loans on the last day of the then current Interest Period applicable to each such LIBOR Loan. Interest accrued on each such LIBOR Loan prior to any such conversion shall be due and payable on the date of such conversion together with any funding losses and other amounts due under Section 2.10.

Basis for Determining Interest Rate Inadequate or Unfair. If with respect to any Libor Interest Period: (a) deposits in U.S. Dollars Lender determines (in which determination shall be binding and conclusive on the Borrowers) that by reason of circumstances affecting the interlender Libor Base market adequate and reasonable means do not exist for ascertaining the applicable amounts) are not being offered to Lender in the relevant market for such Interest Period, Libor Base Rate; or (b) Lender determines in good faith that the LIBOR Libor Base Rate as determined pursuant to the definition thereof will not adequately and fairly reflect the cost to Lender of maintaining or funding the LIBOR Loans Loan for such Libor Interest Period, Lender shall forthwith give notice thereof to Borrower whereupon until Lender notifies Borrower 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 giving rise to such suspension no longer exist, shall continue: (i) the LIBOR Rate Lender shall not be available under any obligation to Borrower as an interest rate option on any portion of the Loan make, 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 applicable to for each Libor Loan, each such LIBOR Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Interest accrued on each such LIBOR Loan prior to Lender shall promptly give the Borrowers written notice of any such conversion shall be due and payable on determination made by it under this Section accompanied by a statement setting forth in reasonable detail the date basis of such conversion together with any funding losses and other amounts due under Section 2.10determination.

Basis for Determining Interest Rate Inadequate or Unfair. If with respect on or prior to the first day of any Interest Period: : (a) the Bank reasonably determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to Lender in the relevant market for such Interest Period, or or (b) Lender the Bank reasonably determines in good faith that the LIBOR Rate as determined pursuant to the definition thereof will not adequately and fairly reflect the cost to Lender the Bank of maintaining or funding the a LIBOR Loans Loan for such Interest Period, Lender the Bank shall forthwith give notice thereof to Borrower the Borrower, whereupon until Lender the Bank notifies the Borrower that the circumstances giving rise to such suspension no longer exist, exist (i) the LIBOR Rate shall not be available to Borrower as an interest rate option on any portion obligation of the Loan Bank to fund LIBOR Loans shall be suspended and (ii) all of the then outstanding LIBOR Loans shall automatically convert be converted to Base Rate Loans, and during such suspension period all payments of principal which would otherwise be applied to repay LIBOR Loans on shall be applied to repay Base Rate Loans. At the last day end of any such suspension period, the Bank shall promptly notify Borrower of the then current Interest Period applicable to each such LIBOR Loan. Interest accrued on each such LIBOR Loan prior to any such conversion end of the suspension period, and Borrower shall be due and payable on allowed, in its sole discretion, to reconvert the date then outstanding principal amount of such conversion together with any funding losses and other amounts due under Section 2.10the Base Rate Loans to LIBOR Loans.

Basis for Determining Interest Rate Inadequate or Unfair. If with respect to any Interest Period: (a) deposits in U.S. Dollars (in the applicable amounts) are not being offered to Lender in the relevant market for such Interest Period, or (b) Lender determines in good faith that the LIBOR Rate as determined pursuant to the definition thereof will not adequately and fairly reflect the cost to Lender of maintaining or funding the LIBOR Loans for such Interest Period, Lender shall forthwith give notice thereof to Borrower whereupon until Lender notifies Borrower that the circumstances giving rise to such suspension no longer exist, (i) the LIBOR Rate shall not be available to Borrower as an interest rate option on any portion of the Loan and (ii) all of the then outstanding LIBOR Loans shall automatically convert to Base Prime Rate Loans (bearing interest at the Prime Rate plus the Applicable Margin) on the last day of the then current Interest Period applicable to each such LIBOR Loan. Interest accrued on each such LIBOR Loan prior to any such conversion shall be due and payable on the date of such conversion together with any funding losses and other amounts due under Section 2.10.

Basis for Determining Interest Rate Inadequate or Unfair. If with respect to any Interest Period: (a) deposits in U.S. Dollars (in the applicable amounts) are not being offered to Lender in the relevant market for such Interest Period, or (b) Lender determines in good faith that the LIBOR Rate as determined pursuant to the definition thereof will not adequately and fairly reflect the cost to Lender of maintaining or funding the LIBOR Loans for such Interest Period, Lender shall forthwith give notice thereof to Borrower whereupon until Lender notifies Borrower that the circumstances giving rise to such suspension no longer exist, (i) the LIBOR Rate shall not be available to Borrower as an interest rate option on any portion of the Loan and (ii) all of the then outstanding LIBOR Loans shall automatically convert to Base Rate Daily Reset Loans on the last day of the then current Interest Period applicable to each such LIBOR Loan. Interest accrued on each such LIBOR Loan prior to any such conversion shall be due and payable on the date of such conversion together with any funding losses and other amounts due under Section 2.10.

Basis for Determining Interest Rate Inadequate or Unfair. If with respect to any Interest Period: : (a) deposits in U.S. Dollars dollars (in the applicable amounts) are not being offered to any Lender in the relevant market for such Interest Period, or or (b) any Lender determines in good faith that the LIBOR Rate as determined pursuant to the definition thereof will not adequately and fairly reflect the cost to such Lender of maintaining or funding the LIBOR Loans for such Interest Period, such Lender shall forthwith give notice thereof to Borrower Borrower, which notice shall set forth in detail the basis for such notice, whereupon until such Lender notifies Borrower that the circumstances giving rise to such suspension no longer exist, (i) the LIBOR Rate shall not be available to Borrower as an interest rate option on any portion of the Loan and (ii) Loans made by such Lender, all of the then outstanding Revolving Credit LIBOR Loans made by such Lender shall automatically convert to Base Rate Revolving Credit ABR Loans on the last day of the then current Interest Period applicable to each such Revolving Credit LIBOR Loan. Interest accrued on each such LIBOR Loan prior to any such conversion shall be due and payable on the date of such conversion together with any funding losses and other amounts due under Section 2.102.17.

Basis for Determining Interest Rate Inadequate or Unfair. If with respect to any Interest Period: : (a) deposits in U.S. Dollars (in the applicable amounts) are not being offered to Lender Bank in the relevant market for such Interest PeriodPeriod (despite good faith efforts by Bank to request such offers (whether through brokers or otherwise)), or or (b) Lender Bank determines in good faith that the LIBOR Rate as determined pursuant to the definition thereof will not adequately and fairly reflect the cost to Lender Bank of maintaining or funding the LIBOR Loans for such Interest Period, Lender Bank shall forthwith give notice thereof to Borrower which notice shall set forth in detail the basis for such notice, whereupon (i) until Lender Bank notifies Borrower that the circumstances giving rise to such suspension no longer exist, (i) the LIBOR Rate shall not be available to Borrower as an interest rate option on any portion of the Loan Loans and (ii) all of the then outstanding LIBOR Loans shall automatically convert to Base Rate Prime Loans on the last day of the then current Interest Period applicable to each such LIBOR Loan. Interest accrued on each such LIBOR Loan prior to any such conversion shall be due and payable on the date of such conversion together with any funding losses and other amounts due under Section 2.102.12.

Basis for Determining Interest Rate Inadequate or Unfair. If -------------------------------------------------------- with respect to any Interest Period: : (a) deposits in U.S. Dollars (in the applicable amounts) are not being offered to Lender in the relevant market for such Interest Period, or or (b) Lender determines in good faith that the LIBOR Rate as determined pursuant to the definition thereof will not adequately and fairly reflect the cost to Lender of maintaining or funding the LIBOR Loans for such Interest Period, Lender shall forthwith give notice thereof to Borrower whereupon until Lender notifies Borrower that the circumstances giving rise to such suspension no longer exist, (i) the LIBOR Rate shall not be available to Borrower as an interest rate option on any portion of the Loan and (ii) all of the then outstanding LIBOR Loans shall automatically convert to Base Rate Prime Loans on the last day of the then current Interest Period applicable to each such LIBOR Loan. Interest accrued on each such LIBOR Loan prior to any such conversion shall be due and payable on the date of such conversion together with any funding losses and other amounts due under Section 2.102.08.

Basis for Determining Interest Rate Inadequate or Unfair. If with ------------------------------------------------------------ respect to any Interest Period: : (a) deposits in U.S. Dollars dollars (in the applicable amounts) are not being offered to Lender in the relevant market for such Interest Period, or or (b) Lender determines in good faith that the LIBOR Rate as determined pursuant to the definition thereof will not adequately and fairly reflect the cost to Lender of maintaining or funding the LIBOR Loans for such Interest Period, Lender shall forthwith give notice thereof to Borrower Borrowers which notice shall set forth in detail the basis for such notice, whereupon until Lender notifies Borrower Borrowers that the circumstances giving rise to such suspension no longer exist, (i) the LIBOR Rate shall not be available to Borrower Borrowers as an interest rate option on any portion of the Loan Loans, and (ii) all of the then outstanding Revolving Credit LIBOR Loans shall automatically convert to Base Rate Revolving Credit Prime Loans on the last day of the then current Interest Period applicable to each such Revolving Credit LIBOR Loan. Interest accrued on each such LIBOR Loan prior to any such conversion shall be due and payable on the date of such conversion together with any funding losses and other amounts due under Section 2.102.12.

Basis for Determining Interest Rate Inadequate or Unfair. If with respect to any Interest Period: (a) deposits in U.S. Dollars (in the applicable amounts) are not being offered to Lender any Bank in the relevant market for such Interest Period, or (b) Lender any Bank determines in good faith that the LIBOR Rate as determined pursuant to the definition thereof will not adequately and fairly reflect the cost to Lender such Bank of maintaining or funding the LIBOR Loans for such Interest Period, Lender such Bank shall forthwith give notice thereof to the Administrative Agent and Borrower which notice shall set forth in detail the basis for such notice, whereupon until Lender such Bank notifies the Administrative Agent and Borrower that the circumstances giving rise to such suspension no longer exist, (i) the LIBOR Rate shall not be available to Borrower as an interest rate option on any portion of the Loan Loans made by such Bank and (ii) all of the then outstanding LIBOR Loans made by such Bank shall automatically convert to Base Rate Prime Loans on the last day of the then current Interest Period applicable to each such LIBOR Loan. Interest accrued on each such LIBOR Loan prior to any such conversion shall be due and payable on the date of such conversion together with any funding losses and other amounts due under Section 2.10conversion.

Basis for Determining Interest Rate Inadequate or Unfair. If with respect to any Interest Period: (a) deposits in U.S. Dollars (in the applicable amounts) are not being offered to Lender in the relevant market for such Interest Period, or (b) Lender determines in good faith that the LIBOR Rate as determined pursuant to the definition thereof will not adequately and fairly reflect the cost to Lender of maintaining or funding the LIBOR Loans for such Interest Period, Lender shall forthwith give notice thereof to Borrower whereupon until Lender notifies Borrower that the circumstances giving rise to such suspension no longer exist, (i) the LIBOR Rate shall not be available to Borrower as an interest rate option on any portion of the Loan and (ii) all of the then outstanding LIBOR Loans shall automatically convert to Base Rate Prime Loans on the last day of the then current Interest Period applicable to each such LIBOR Loan. Interest accrued on each such LIBOR Loan prior to any such conversion shall be due and payable on the date of such conversion together with any funding losses and other amounts due under Section 2.10.

Basis for Determining Interest Rate Inadequate or Unfair. If with respect on or prior to the first day of any Interest Period: (a) deposits in U.S. Dollars (in Period for any LIBOR Rate Borrowing, the applicable amounts) are not being offered to Lender in the relevant market for such Interest Period, or (b) Lender Bank determines in good faith that the LIBOR Rate as determined pursuant to the definition thereof will not adequately and fairly reflect the cost to Lender Bank of maintaining or funding the its LIBOR Loans Borrowings for such Interest Period, Lender the Bank shall forthwith give notice thereof to Borrower the Borrower, whereupon until Lender the Bank notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the LIBOR Rate shall not be available to Borrower as an interest rate option on any portion obligations of the Loan and Bank to make LIBOR Borrowings or to convert outstanding Borrowings into LIBOR Borrowings shall be suspended, (ii) all of the then each outstanding LIBOR Loans Borrowing shall automatically convert to be converted into a Base Rate Loans Borrowing on the last day of the then current Interest Period applicable to each such LIBOR Loan. Interest accrued on each such LIBOR Loan prior to any such conversion shall be due thereto, and payable on (iii) unless the Borrower notifies the Bank at least two Domestic Business Days before the date of any LIBOR Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such conversion together with any funding losses and other amounts due under Section 2.10date, shall instead be made as a Base Rate Borrowing.