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 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 (which determination, if made in good faith, shall be binding and conclusive on the Company) that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable Eurodollar Rate; or (b) the Required Lenders advise the Administrative Agent that the Eurodollar Rate (Reserve Adjusted) as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of maintaining or funding such Eurodollar Loans for such Interest Period (taking into account any amount to which such Lenders may be entitled under Section 8.1); then the Administrative Agent shall promptly notify the other parties thereof and, so long as such circumstances shall continue, (i) no Lender shall be under any obligation to make or convert into Eurodollar Loans, (ii) on the last day of the current Interest Period for each Eurodollar Loan, such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan and (iii) the Company may revoke any pending request for a borrowing of, conversion to or continuation of Eurodollar Loans and, if the Company fails to so revoke any such request, such request shall be deemed to be a request for a borrowing of Base Rate Loans.

Basis for Determining Interest Rate Inadequate or Unfair. If with respect to any Interest PeriodIf: (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 (which determination, if made in good faith, determination shall be binding and conclusive on the CompanyCompany absent manifest error) that by reason of circumstances affecting the interbank eurodollar Eurocurrency Rate market adequate and reasonable means do not exist for ascertaining the applicable Eurodollar Eurocurrency Rate; or (b) the Required Lenders advise the Administrative Agent that the Eurodollar Eurocurrency Rate (Reserve Adjusted) as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of maintaining or funding such Eurodollar Eurocurrency Rate Loans for such Interest Period (taking into account any amount to which such Lenders may be entitled under Section 8.1)) or that the making or funding of Eurocurrency Rate 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 shall promptly notify the other parties thereof and, so long as such circumstances shall continue, (i) no Lender shall be under any obligation to make or convert any Base Rate Loans into Eurodollar Loans, Eurocurrency Rate Loans and (ii) on the last day of the current Interest Period for each Eurodollar Eurocurrency Rate Loan, such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan and (iii) the Company may revoke any pending request for a borrowing of, conversion to or continuation of Eurodollar Loans and, if the Company fails to so revoke any such request, such request shall be deemed to be a request for a borrowing of Base Rate LoansLoan.

Basis for Determining Interest Rate Inadequate or Unfair. If with -------------------------------------------------------- respect to any Interest Period: (a) deposits in Dollars (in the applicable amounts) are not being offered to the Administrative Agent Reference Bank in the interbank eurodollar market for such Interest Period, or the Administrative Agent otherwise reasonably determines (which determination, if made in good faith, shall be binding and conclusive on the CompanyBorrower) that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable Eurodollar Rate; or (b) the Required Lenders having an aggregate Percentage of 55% or more advise the Administrative Agent in writing that the Adjusted Eurodollar Rate (Reserve Adjusted) as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of maintaining or funding such Eurodollar Loans for such Interest Period (taking into account any amount to which such Lenders may be entitled under Section 8.1)) or that the making or ----------- funding of Eurodollar Loans has become impracticable as a result of an event occurring after the date of this Agreement; then the Administrative Agent shall promptly notify the other parties thereof and, so long as ---- such circumstances shall continue, (i) no Lender shall be under any obligation to make or convert into Eurodollar Loans, (ii) on the last day of the current Interest Period for each Eurodollar Loan, such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan and (iii) the Company may revoke any pending request for a borrowing of, conversion to or continuation of Eurodollar Loans and, if the Company fails to so revoke any such request, such request shall be deemed to be a request for a borrowing of Base Rate Loans.

Basis for Determining Interest Rate Inadequate or Unfair. If with respect If, prior to the first day of any Interest Period: (a) the Administrative Agent reasonably determines (which determination, if made in good faith, shall be binding and conclusive on the Company) that 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 (which determination, if made in good faith, shall be binding and conclusive on the Company) that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable Eurodollar Rate; or (b) the Required Lenders Banks having an aggregate Percentage of 40% or more advise the Administrative Agent that the Eurodollar Rate (Reserve Adjusted) as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders Banks of maintaining or funding such Eurodollar Loans for such Interest Period (taking into account any amount to which such Lenders Banks may be entitled under Section 8.1)) or that the making or funding of Eurodollar Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of such Banks materially affects such Loans; then the Administrative Agent shall promptly notify the other parties thereof and, so long as such circumstances shall continue, (i) no Lender Bank shall be under any obligation to make or convert into Eurodollar Loans, Loans and (ii) on the last day of the current Interest Period for each Eurodollar Loan, such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan and (iii) the Company may revoke any pending request for a borrowing of, conversion to or continuation of Eurodollar Loans and, if the Company fails to so revoke any such request, such request shall be deemed to be a request for a borrowing of Base Rate LoansLoan.

Basis for Determining Interest Rate Inadequate or Unfair. If with respect to any Interest PeriodPeriod applicable to an Offshore Dollar Loan or Alternative Currency Loan: (a) deposits in Dollars the relevant currency (in the applicable amounts) are not being offered to the Administrative Agent one or more Banks in the interbank eurodollar relevant market for such Interest Period, or the Administrative Agent otherwise reasonably determines (which determination, if made in good faith, determination shall be binding and conclusive on the Company) that by reason of circumstances affecting the interbank eurodollar eurocurrency market adequate and reasonable means do not exist for ascertaining the IBOR Rate applicable Eurodollar Rate; orto such Loan; (b) the Required Lenders Banks having an aggregate Percentage of 35% or more advise the Administrative Agent that the Eurodollar IBOR Rate (Reserve Adjusted) as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders Banks of maintaining or funding such Eurodollar Loans for such Interest Period (taking into account any amount to Period, or that the making or funding of Offshore Dollar Loans or Alternative Currency Loans, as applicable, has become impracticable as a result of an event occurring after the Restatement Effective Date which in the opinion of such Lenders may be entitled under Section 8.1); then Banks materially affects such Loans, THEN the Administrative Agent shall promptly notify the other parties thereof and, so long as such circumstances shall continue, (i) no Lender Bank shall be under any obligation to make or convert into Eurodollar Loans, an IBOR Rate Loan or the applicable currency and (ii) on the last day of the current Interest Period for each Eurodollar LoanIBOR Rate Loan in such currency, such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan and (iii) the Company may revoke any pending request for a borrowing of, conversion to or continuation of Eurodollar Loans and, if the Company fails to so revoke any such request, such request shall be deemed to be a request for a borrowing of Base Rate LoansLoan.

Basis for Determining Interest Rate Inadequate or Unfair. If with respect to any 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 (which determination, if made in good faith, determination shall be binding and conclusive on the Company) that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable Eurodollar Rate; or (b) the Required Lenders Banks having aggregate Pro Rata Shares of 51% or more advise the Administrative Agent that the Eurodollar Rate (Reserve Adjusted) as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders Banks of maintaining or funding such Eurodollar Loans for such Interest Period (taking into account any amount to which such Lenders Banks may be entitled under Section 8.1)7.1) or that the making or funding of Eurodollar Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of such Banks materially affects such Loans; then the Administrative Agent shall promptly notify the other parties thereof and, so long as such circumstances shall continue, (i) no Lender Bank shall be under any obligation to make or convert into Eurodollar Loans, Loans and (ii) on the last day of the current Interest Period for each Eurodollar Loan, such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan and (iii) the Company may revoke any pending request for a borrowing of, conversion to or continuation of Eurodollar Loans and, if the Company fails to so revoke any such request, such request shall be deemed to be a request for a borrowing of Base Rate LoansLoan.

Basis for Determining Interest Rate Inadequate or Unfair. If with respect to any Interest Period: (a) deposits in Dollars the applicable currency (in the applicable amounts) are not being offered to the Administrative Agent in the relevant interbank eurodollar market for such Interest Period, or the Administrative Agent otherwise reasonably determines (which determination, if made in good faith, shall be binding and conclusive on the CompanyBorrowers) that by reason of circumstances affecting the relevant interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable Eurodollar Eurocurrency Rate; or (b) the Required Lenders advise the Administrative Agent that the Eurodollar Eurocurrency Rate (Reserve Adjusted) as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of maintaining or funding such Eurodollar Eurocurrency Loans for such Interest Period (taking into account any amount to which such Lenders may be entitled under Section 8.1); then the Administrative Agent shall promptly notify the other parties thereof and, so long as such circumstances shall continue, (i) no Lender shall be under any obligation to make or convert into Eurodollar Loans, Eurocurrency Loans and (ii) on the last day of the current Interest Period for each Eurodollar Eurocurrency Loan, such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan and and, if such Loan is denominated in a currency other than Dollars, such Loan shall be redenominated in Dollars at the Spot Rate, in each case until the Administrative Agent reasonably determines (iii) in the Company case of clause (a)), or the Required Lenders advise the Administrative Agent (in the case of clause (b)), that such circumstances no longer exist, in which case the Administrative Agent shall revoke such notice, at which time the Lenders’ obligation to make Eurocurrency Loans shall be reinstated. Upon receipt of such notice, any Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Eurodollar Eurocurrency Loans and, if the Company such Borrower fails to so revoke any such request, such request shall be deemed to be a request for a borrowing of Base Rate Loans.

Basis for Determining Interest Rate Inadequate or Unfair. If -------------------------------------------------------- with respect to any Interest Period: (a) none of the Reference Lenders are being offered deposits in Dollars (in the applicable amounts) are not being offered to the Administrative Agent in the interbank eurodollar Eurodollar market for such Interest Period, or the Administrative Agent otherwise reasonably determines (which determination, if made in good faith, determination shall be binding and conclusive on the Company) that by reason of circumstances affecting the interbank eurodollar Eurodollar market adequate and reasonable means do not exist for ascertaining the applicable Eurodollar Rate; or (b) the Required Lenders having an aggregate Percentage of 30% or more advise the Administrative Agent that the Eurodollar Rate (Reserve Adjusted) Rate, as determined by the Administrative Agent Agent, will not adequately and fairly reflect the cost to such Lenders of maintaining or funding such their Eurodollar Loans Tranches for such Interest Period (taking into account any amount to which such Lenders may be entitled under Section 8.1)) or that the maintaining or funding of ----------- Eurodollar Tranches 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 Tranches; -21- then the Administrative Agent shall promptly notify the other parties Company and the Lenders thereof and, so ---- long as such circumstances shall continue, (i) no Lender shall be under any obligation to make or convert into Eurodollar Loans, Tranches and (ii) on the last day of the current Interest Period for each Eurodollar LoanTranche, such Loan Tranche shall, unless then repaid in full, automatically convert to a Base Rate Loan and (iii) the Company may revoke any pending request for a borrowing of, conversion to or continuation of Eurodollar Loans and, if the Company fails to so revoke any such request, such request shall be deemed to be a request for a borrowing of Base Rate LoansTranche.

Basis for Determining Interest Rate Inadequate or Unfair. If with respect to any Interest Period: (a) deposits in Dollars (in the applicable amounts) are not being offered to the Administrative Agent in the interbank eurodollar LIBOR market for such Interest Period, or the Administrative Agent otherwise reasonably determines (which determination, if made in good faith, determination shall be binding and conclusive on the Company) that by reason of circumstances affecting the interbank eurodollar LIBOR market adequate and reasonable means do not exist for ascertaining the applicable Eurodollar LIBOR Rate; or (b) Lenders having aggregate Pro Rata Shares of the Required Lenders Total Facility of 30% or more advise the Administrative Agent that the Eurodollar Eurocurrency Rate (Reserve Adjusted) as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of maintaining or funding such Eurodollar Eurocurrency Loans for such Interest Period (taking into account any amount to which such Lenders may be entitled under Section 8.1)) or that the making or funding of Eurocurrency 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 shall promptly notify the other parties thereof and, so long as such circumstances shall continue, (i) no Lender shall be under any obligation to make or convert into Eurodollar Loans, LIBOR Loans and (ii) on the last day of the current Interest Period for each Eurodollar LIBOR Loan, such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan and (iii) the Company may revoke any pending request for a borrowing of, conversion to or continuation of Eurodollar Loans and, if the Company fails to so revoke any such request, such request shall be deemed to be a request for a borrowing of Base Rate LoansLoan.

Basis for Determining Interest Rate Inadequate or Unfair. If -------------------------------------------------------- with respect to any Interest Period: (a) Lenders having an aggregate Percentage of 50% or more advise the Agent that deposits in Dollars (in the applicable amounts) are not being offered to the Administrative Agent such Lenders in the interbank eurodollar relevant market for such Interest Period, or the Administrative Agent otherwise reasonably determines (which determination, if made in good faith, determination shall be binding and conclusive on the Company) that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable Eurodollar Rate; or (b) the Required Lenders having an aggregate Percentage of 50% or more advise the Administrative Agent that the Eurodollar Rate (Reserve Adjusted) as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of maintaining or funding such Eurodollar Loans for such Interest Period (taking into account any amount to Period, or that the making or funding of Eurodollar Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the reasonable opinion of such Lenders may be entitled under Section 8.1); materially affects such Loans, then the Administrative Agent shall promptly notify the other parties thereof and, so long as ---- such circumstances shall continue, (i) no Lender shall be under any obligation to make or convert into Eurodollar Loans, Loans and (ii) on the last day of the current Interest Period for each Eurodollar Loan, such Loan shall, unless then repaid in full, automatically convert to a Base Floating Rate Loan and (iii) the Company may revoke any pending request for a borrowing of, conversion to or continuation of Eurodollar Loans and, if the Company fails to so revoke any such request, such request shall be deemed to be a request for a borrowing of Base Rate LoansLoan.

Basis for Determining Interest Rate Inadequate or Unfair. If -------------------------------------------------------- with respect to any Interest Period: (a) the Reference Lenders advise the Administrative Agent that deposits in Dollars (in the applicable amounts) are not being offered to by the Administrative Agent Reference Lenders in the interbank eurodollar relevant market for such Interest Period, or the Administrative Agent otherwise reasonably determines (which determination, if made in good faith, determination shall be binding and conclusive on the Companyall parties) that that, by reason of circumstances affecting the London interbank eurodollar market market, adequate and reasonable means do not exist for ascertaining the applicable Eurodollar Rate; or (b) the Required Lenders advise the Administrative Agent that Agent, as the Eurodollar Rate (Reserve Adjusted) case may be, that, as determined by the Administrative Agent or such Lender, the Eurodollar Rate, in the case of Eurodollar Loans, will not adequately and fairly reflect the cost to the Required Lenders (or such Lenders Lender) of maintaining or funding such Eurodollar Loans for such Interest Period Period, or that the making or funding of Eurodollar Loans has become impracticable as a result of an event occurring after the Effective Date which in such Required Lenders' (taking into account any amount to which or such Lenders may be entitled under Section 8.1); Lender's) opinion materially affects such Eurodollar Loans, then the Administrative Agent shall promptly notify the other parties thereof and, so long as such circumstances shall continue, : (i) the Administrative Agent ---- promptly shall notify the Company and the Lenders thereof, (ii) in the case of Eurodollar Loans, no Lender shall be under any obligation to make Eurodollar Loans or convert into Eurodollar Loansto Continue any Loan as, (ii) on the last day of the current Interest Period for each or Convert any Loan to, a Eurodollar Loan, such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan and (iii) the Company may revoke any pending request for a borrowing of, conversion to or continuation of Eurodollar Loans and, if the Company fails to so revoke any such request, such request shall be deemed to be a request for a borrowing of Base Rate Loans.

Basis for Determining Interest Rate Inadequate or Unfair. If with respect to any 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 (which determination, if made in good faith, shall be binding and conclusive on the Company) that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable Eurodollar Rate; or or (b) the Required Lenders having an aggregate Revolving Percentage, Term A Percentage or Term B Percentage, as applicable, of 40% or more advise the Administrative Agent that the Eurodollar Rate (Reserve Adjusted) as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of maintaining or funding such Eurodollar Loans for such Interest Period (taking into account any amount to which such Lenders may be entitled under Section 8.1)) or that the making or funding of 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 shall promptly notify the other parties thereof and, so long as such circumstances shall continue, (i) no Lender shall be under any obligation to make or convert into Eurodollar Loans, Loans and (ii) on the last day of the current Interest Period for each Eurodollar Loan, such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan and (iii) the Company may revoke any pending request for a borrowing of, conversion to or continuation of Eurodollar Loans and, if the Company fails to so revoke any such request, such request shall be deemed to be a request for a borrowing of Base Rate Loans.Loan. 8.3