Common use of Basis for Determining Interest Rate Inadequate Clause in Contracts

Basis for Determining Interest Rate Inadequate. In the event that Agent, Canadian Agent or U.K. Agent or any Lender shall have determined that: (i) reasonable means do not exist for ascertaining the LIBOR for any Interest Period or the Canadian BA Rate for any term; or (ii) Sterling, Euro or Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank market with respect to a proposed LIBOR Portion, or that a market does not exist for Canadian BA Rate Loans, or a proposed conversion of a Base Rate Portion into a LIBOR Portion or a Canadian Prime Rate Loan into a Canadian BA Rate Loan; then Agent, Canadian Agent, U.K. Agent or such Lender, as applicable, shall give Borrower Representative prompt written, telephonic or electronic notice of the determination of such effect. If such notice is given, (i) any such requested LIBOR Portion (in the affected currency, if not all applicable currencies are affected) shall be made as a Base Rate Portion, unless Borrower Representative shall notify Agent at the Appropriate Notice Office no later than 10:00 a.m. (prevailing time in the location of the Appropriate Notice Office) three (3) Business Days prior to the date of such proposed borrowing that the request for such borrowing shall be canceled or made as an unaffected type of LIBOR Portion, (ii) any Base Rate Portion which was to have been converted to an affected type of LIBOR Portion shall be continued as or converted into a Base Rate Portion, or, if Borrower Representative shall notify Agent at the Appropriate Notice Office, no later than 10:00 a.m. (prevailing time in the location of the Appropriate Notice Office) three (3) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of LIBOR Portion, (iii) any such requested Canadian BA Rate Loan shall be made as a Canadian Prime Rate Loan, unless Borrower Representative shall notify Canadian Agent at the Appropriate Notice Office no later than 10:00 a.m. (prevailing time in the location of the Appropriate Notice Office), three (3) Business Days prior to the date of such proposed borrowing that the request for such borrowing shall be canceled and (iv) any Canadian Prime Rate Loan which was to have been converted to an affected type of Canadian BA Rate Loan shall be continued as or converted into a Canadian Prime Rate Loans, or, if Borrower Representative shall notify Canadian Agent at the Appropriate Notice Office, no later than 10:00 a.m. (prevailing time in the location of the Appropriate Notice Office) three (3) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Canadian BA Rate Loan.

Basis for Determining Interest Rate Inadequate. In the event that Agent, Canadian Agent or U.K. Agent or any Lender shall have determined that: (i) reasonable means do not exist for ascertaining the LIBOR for any Interest Period or the Canadian BA Rate for any term; or (ii) Sterling, Euro or Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank market with respect to a proposed LIBOR Portion, or that a market does not exist for Canadian BA Rate Loans, or a proposed conversion of a Base Rate Portion into a LIBOR Portion or a Canadian Prime Rate Loan into a Canadian BA Rate Loan; then Agent, Canadian Agent, U.K. Agent or such Lender, as applicable, shall give Borrower Representative prompt written, telephonic or electronic notice of the determination of such effect. If such notice is given, (i) any such requested LIBOR Portion (in the affected currency, if not all applicable currencies are affected) shall be made as a Base Rate Portion, unless Borrower Representative shall notify Agent at the Appropriate Notice Office no later than 10:00 a.m. (prevailing time in the location of the Appropriate Notice Office) three two (32) Business Days prior to the date of such proposed borrowing that the request for such borrowing shall be canceled or made as an unaffected type of LIBOR Portion, (ii) any Base Rate Portion which was to have been converted to an affected type of LIBOR Portion shall be continued as or converted into a Base Rate Portion, or, if Borrower Representative shall notify Agent at the Appropriate Notice Office, no later than 10:00 a.m. (prevailing time in the location of the Appropriate Notice Office) three two (32) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of LIBOR Portion, (iii) any such requested Canadian BA Rate Loan shall be made as a Canadian Prime Rate Loan, unless Borrower Representative shall notify Canadian Agent at the Appropriate Notice Office no later than 10:00 a.m. (prevailing time in the location of the Appropriate Notice Office), three two (32) Business Days prior to the date of such proposed borrowing that the request for such borrowing shall be canceled and (iv) any Canadian Prime Rate Loan which was to have been converted to an affected type of Canadian BA Rate Loan shall be continued as or converted into a Canadian Prime Rate Loans, or, if Borrower Representative shall notify Canadian Agent at the Appropriate Notice Office, no later than 10:00 a.m. (prevailing time in the location of the Appropriate Notice Office) three two (32) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Canadian BA Rate Loan.

Basis for Determining Interest Rate Inadequate. In the event that Agent, Canadian Agent or U.K. Agent or any Lender shall have determined that: (ia) reasonable means do not exist for ascertaining the LIBOR Adjusted LIBO Rate for any Interest Period or the Canadian BA Rate for any termPeriod; or (iib) Sterling, Euro or Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank market Eurodollar market, with respect to an outstanding Eurodollar Rate Loan, a proposed LIBOR Portion, or that a market does not exist for Canadian BA Eurodollar Rate LoansLoan, or a proposed conversion of a Base Rate Portion into a LIBOR Portion or a Canadian Prime Domestic Rate Loan into a Canadian BA Eurodollar Rate Loan; , then Agent, Canadian Agent, U.K. Agent or such Lender, as applicable, shall give Borrower Representative Borrowing Agent prompt written, telephonic or electronic telegraphic notice of the determination of such effectdetermination. If such notice is given, (i) any such requested LIBOR Portion (in the affected currency, if not all applicable currencies are affected) Eurodollar Rate Loan shall be made as a Base Domestic Rate PortionLoan, unless Borrower Representative Borrowing Agent shall notify Agent at the Appropriate Notice Office no later than 10:00 a.m. (prevailing time in the location of the Appropriate Notice OfficeNew York time) three two (32) Business Days prior to the date of such proposed borrowing borrowing, that the its request for such borrowing shall be canceled cancelled or made as an unaffected type of LIBOR PortionEurodollar Rate Loan, (ii) any Base Rate Portion which was to have been converted to an affected type of LIBOR Portion shall be continued as or converted into a Base Rate Portion, or, if Borrower Representative shall notify Agent at the Appropriate Notice Office, no later than 10:00 a.m. (prevailing time in the location of the Appropriate Notice Office) three (3) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of LIBOR Portion, (iii) any such requested Canadian BA Domestic Rate Loan shall be made as a Canadian Prime Rate Loan, unless Borrower Representative shall notify Canadian Agent at the Appropriate Notice Office no later than 10:00 a.m. (prevailing time in the location of the Appropriate Notice Office), three (3) Business Days prior to the date of such proposed borrowing that the request for such borrowing shall be canceled and (iv) any Canadian Prime or Eurodollar Rate Loan which was to have been converted to or continued as an affected type of Canadian BA Eurodollar Rate Loan shall be continued as or converted into a Canadian Prime Domestic Rate LoansLoan, or, if Borrower Representative shall notify Canadian Agent at the Appropriate Notice OfficeAgent, no later than 10:00 a.m. (prevailing time in the location of the Appropriate Notice OfficeNew York time) three two (32) Business Days prior to the proposed conversionconversion or continuation, shall be maintained as an unaffected type of Canadian BA Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Eurodollar Rate Loan, shall be converted into an unaffected type of Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate Loan.

Basis for Determining Interest Rate Inadequate. In the event that Agent, Canadian Agent or U.K. Administrative Agent or any Lender shall have determined that: (i) reasonable means do not exist for ascertaining the LIBOR for any Interest Period or the Canadian BA Rate for any termPeriod; or (ii) Sterling, Euro or Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank market with respect to a proposed LIBOR Portion, or that a market does not exist for Canadian BA Rate Loans, or a proposed conversion of a Base Rate Portion into a LIBOR Portion or a Canadian Prime Rate Loan into a Canadian BA Rate LoanPortion; then Agent, Canadian Agent, U.K. Administrative Agent or such Lender, as applicable, Lender shall give Borrower Representative prompt written, telephonic or electronic notice of the determination of such effect. If such notice is givengiven and until Administrative Agent or such Lender shall notify Borrower that the circumstance giving rise to such notice no longer exists, (i) any such requested LIBOR Portion (in the affected currency, if not all applicable currencies are affected) shall be made as a Base Rate Portion, unless Borrower Representative shall notify Administrative Agent at the Appropriate Notice Office no later than 10:00 a.m. (prevailing time in the location of the Appropriate Notice OfficeNew York City time) three (3) Business Days Days’ prior to the date of such proposed borrowing that the request for such borrowing shall be canceled or made as an unaffected type of LIBOR Portion, and (ii) any Base Rate Portion which was to have been converted to an affected type of LIBOR Portion shall be continued as or converted into a Base Rate Portion, or, if Borrower Representative shall notify Agent at the Appropriate Notice OfficeAdministrative Agent, no later than 10:00 a.m. (prevailing time in the location of the Appropriate Notice OfficeNew York City time) three (3) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of LIBOR Portion. Administrative Agent or the relevant Lender (as applicable) will endeavor to give Borrower prompt notice of the cessation of the circumstances giving rise to the suspension of LIBOR availability, (iii) provided that the failure to give any such requested Canadian BA Rate Loan notice shall be made as a Canadian Prime Rate Loan, unless Borrower Representative shall notify Canadian not result in any liability of Administrative Agent at the Appropriate Notice Office no later than 10:00 a.m. (prevailing time or any Lender hereunder or in the location modification, alteration, impairment, or waiver of the Appropriate Notice Office), three (3) Business Days prior to the date rights of such proposed borrowing that the request for such borrowing shall be canceled and (iv) Administrative Agent or any Canadian Prime Rate Loan which was to have been converted to an affected type of Canadian BA Rate Loan shall be continued as or converted into a Canadian Prime Rate Loans, or, if Borrower Representative shall notify Canadian Agent at the Appropriate Notice Office, no later than 10:00 a.m. (prevailing time in the location of the Appropriate Notice Office) three (3) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Canadian BA Rate LoanLender hereunder.

Basis for Determining Interest Rate Inadequate. In the event that Agent, Canadian Agent or U.K. Administrative Agent or any Lender shall have determined that: (i) reasonable means do not exist for ascertaining the LIBOR for any Interest Period or the Canadian BA Rate for any termPeriod; or (ii) Sterling, Euro or Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank market with respect to a proposed LIBOR Portion, or that a market does not exist for Canadian BA Rate Loans, or a proposed conversion of a Base Rate Portion into a LIBOR Portion or a Canadian Prime Rate Loan into a Canadian BA Rate LoanPortion; then Agent, Canadian Agent, U.K. Administrative Agent or such Lender, as applicable, Lender shall give Borrower Representative prompt written, telephonic or electronic notice of the determination of such effect. If such notice is givengiven and until Administrative Agent or such Lender shall notify Borrower Representative that the circumstance giving rise to such notice no longer exists, (i) any such requested LIBOR Portion (in the affected currency, if not all applicable currencies are affected) shall be made as a Base Rate Portion, unless Borrower Representative Representative, on its own behalf and on behalf of all other Borrowers, shall notify Administrative Agent at the Appropriate Notice Office no later than 10:00 a.m. (prevailing time in the location of the Appropriate Notice OfficeChicago, Illinois time) three (3) Business Days Days’ prior to the date of such proposed borrowing that the request for such borrowing shall be canceled or made as an unaffected type of LIBOR Portion, and (ii) any Base Rate Portion which was to have been converted to an affected type of LIBOR Portion shall be continued as or converted into a Base Rate Portion, or, if Borrower Representative Borrowers shall notify Agent at the Appropriate Notice OfficeAdministrative Agent, no later than 10:00 a.m. (prevailing time in the location of the Appropriate Notice OfficeChicago, Illinois time) three (3) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of LIBOR Portion. Administrative Agent or the relevant Lender (as applicable) will endeavor to give Borrower Representative prompt notice of the cessation of the circumstances giving rise to the suspension of LIBOR availability, (iii) provided that the failure to give any such requested Canadian BA Rate Loan notice shall be made as a Canadian Prime Rate Loan, unless Borrower Representative shall notify Canadian not result in any liability of Administrative Agent at the Appropriate Notice Office no later than 10:00 a.m. (prevailing time or any Lender hereunder or in the location modification, alteration, impairment, or waiver of the Appropriate Notice Office), three (3) Business Days prior to the date rights of such proposed borrowing that the request for such borrowing shall be canceled and (iv) Administrative Agent or any Canadian Prime Rate Loan which was to have been converted to an affected type of Canadian BA Rate Loan shall be continued as or converted into a Canadian Prime Rate Loans, or, if Borrower Representative shall notify Canadian Agent at the Appropriate Notice Office, no later than 10:00 a.m. (prevailing time in the location of the Appropriate Notice Office) three (3) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Canadian BA Rate LoanLender hereunder.

Basis for Determining Interest Rate Inadequate. In or Unfair. If on or prior to the event that Agent, Canadian Agent first day of any Interest Period for any --------- Euro-Dollar Borrowing or U.K. Agent or any Lender shall have determined thatMoney Market Borrowing: (ia) reasonable means do the Administrative Agent is advised by the Reference Bank that deposits in dollars (in the applicable amounts) are not exist being offered to the Reference Bank in the relevant market for ascertaining the LIBOR for any such Interest Period or the Canadian BA Rate for any term; Period, or (iib) SterlingBanks having 50% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, Euro or the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank market with respect to a proposed LIBOR Portion, or that a market does not exist for Canadian BA Rate Loans, or a proposed conversion of to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Portion into a LIBOR Portion or a Canadian Prime Rate Loan into a Canadian BA Rate Loan; then Agent, Canadian Agent, U.K. Agent or such Lender, as applicable, shall give Borrower Representative prompt written, telephonic or electronic notice on the last day of the determination then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such effect. If such notice is givendate, (i) any if such requested LIBOR Portion (in the affected currencyBorrowing is a Committed Borrowing, if not all applicable currencies are affected) such Borrowing shall instead be made as a Base Rate PortionBorrowing, unless Borrower Representative shall notify Agent at the Appropriate Notice Office no later than 10:00 a.m. (prevailing time in the location of the Appropriate Notice Office) three (3) Business Days prior to the date of such proposed borrowing that the request for such borrowing shall be canceled or made as an unaffected type of LIBOR Portion, and (ii) any if such Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate Portion which was to have been converted to an affected type of LIBOR Portion shall be continued as or converted into a Base Rate Portion, or, if Borrower Representative shall notify Agent at the Appropriate Notice Office, no later than 10:00 a.m. (prevailing time in the location of the Appropriate Notice Office) three (3) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of LIBOR Portion, (iii) any such requested Canadian BA Rate Loan shall be made as a Canadian Prime Rate Loan, unless Borrower Representative shall notify Canadian Agent at the Appropriate Notice Office no later than 10:00 a.m. (prevailing time in the location of the Appropriate Notice Office), three (3) Business Days prior to the date of such proposed borrowing that the request for such borrowing shall be canceled and (iv) any Canadian Prime Rate Loan which was to have been converted to an affected type of Canadian BA Rate Loan shall be continued as or converted into a Canadian Prime Rate Loans, or, if Borrower Representative shall notify Canadian Agent at the Appropriate Notice Office, no later than 10:00 a.m. (prevailing time in the location of the Appropriate Notice Office) three (3) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Canadian BA Rate Loanday.

Basis for Determining Interest Rate Inadequate. In the event that Agent, Canadian Agent or U.K. Agent or any Lender shall have determined that: (i) reasonable means do not exist for ascertaining the LIBOR for any Interest Period or the Canadian BA Rate for any term; or (ii) Sterling, Euro or Sterling and Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank market with respect to a proposed LIBOR Portion, or that a market does not exist for Canadian BA Rate Loans, or a proposed conversion of a Base Rate Portion into a LIBOR Portion or a Canadian Prime Rate Loan into a Canadian BA Rate Loanbankers’ acceptances; then Agent, Canadian Agent, U.K. Agent or such LenderU.K. Agent, as applicable, shall give Borrower Representative prompt written, telephonic or electronic notice of the determination of such effect. If such notice is given, (i) any such requested LIBOR Portion (in the affected currency, if not all applicable currencies are affected) shall be made as a Base Rate Portion, unless Borrower Representative shall notify Agent at the Appropriate Notice Office Office, no later than 10:00 a.m. (prevailing time in the location of the Appropriate Notice Office) three (3) Business Days prior to the date of such proposed borrowing that the request for such borrowing shall be canceled or such borrowing shall be made as an unaffected type of LIBOR Portion, (ii) any Base Rate Portion which was to have been converted to an affected type of LIBOR Portion shall be continued as or converted into a Base Rate Portion, or, if unless Borrower Representative shall notify Agent at the Appropriate Notice Office, no later than 10:00 a.m. (prevailing time in the location of the Appropriate Notice Office) three (3) Business Days prior to the proposed conversion, that such borrowing shall be maintained as an unaffected type of LIBOR Portion, (iii) any such requested Canadian BA Rate Loan shall be made as a Canadian Prime Rate Loan, unless Borrower Representative shall notify Canadian Agent at the Appropriate Notice Office no later than 10:00 a.m. (prevailing time in the location of the Appropriate Notice Office), ) three (3) Business Days prior to the date of such proposed borrowing borrowing, that the request for such borrowing shall be canceled and (iv) any Canadian Prime Rate Loan which was to have been converted to an affected type of Canadian BA Rate Loan shall be continued as or converted into a Canadian Prime Rate LoansLoan, or, if unless Borrower Representative shall notify Canadian Agent at the Appropriate Notice Office, no later than 10:00 a.m. (prevailing time in the location of the Appropriate Notice Office) three (3) Business Days prior to the proposed conversion, that such borrowing shall be maintained as an unaffected type of Canadian BA Rate Loan.

Basis for Determining Interest Rate Inadequate. In the event that Agent, Canadian Agent or U.K. Agent or any Lender shall have determined that: (i) reasonable means do not exist for ascertaining the LIBOR for any Interest Period or the Canadian BA Rate for any termPeriod; or (ii) Sterling, Euro or Dollar dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank market with respect to a proposed LIBOR Portion, or that a market does not exist for Canadian BA Rate LoansLoan, or a proposed conversion of a Base Rate Portion Loan into a LIBOR Portion or a Canadian Prime Rate Loan into a Canadian BA Rate Loan; then Agent, Canadian Agent, U.K. Agent or such Lender, as applicable, Lender shall give Borrower Representative Borrowers prompt written, telephonic or electronic notice of the determination of such effect. If such notice is given, (i) any such requested LIBOR Portion (in the affected currency, if not all applicable currencies are affected) Loan shall be made as a Base Rate PortionLoan, unless Borrower Representative Representative, on its own behalf and on behalf of all other Borrowers, shall notify Agent at the Appropriate Notice Office no later than 10:00 a.m. (prevailing time in Chicago, Illinois time) three (3) Business Days’ prior to the location date of the Appropriate Notice Office) such proposed borrowing (or, if such notice is given by Agent or such Lender less than three (3) Business Days prior to the date of such proposed borrowing borrowing, on the same date such notice is given to Borrower Representative) that the request for such borrowing shall be canceled or made as an unaffected type of LIBOR PortionLoan, and (ii) any Base Rate Portion Loan which was to have been converted to an affected type of LIBOR Portion Loan shall be continued as or converted into a Base Rate PortionLoan, or, if Borrower Representative Borrowers shall notify Agent at the Appropriate Notice OfficeAgent, no later than 10:00 a.m. (prevailing time in the location of the Appropriate Notice OfficeChicago, Illinois time) three (3) Business Days prior to the proposed conversionconversion (or, shall be maintained as an unaffected type of LIBOR Portion, (iii) any if such requested Canadian BA Rate Loan shall be made as a Canadian Prime Rate Loan, unless Borrower Representative shall notify Canadian notice is given by Agent at the Appropriate Notice Office no later or such Lender less than 10:00 a.m. (prevailing time in the location of the Appropriate Notice Office), three (3) Business Days prior to the date of such proposed borrowing that conversion, on the request for same date such borrowing shall be canceled and (iv) any Canadian Prime Rate Loan which was notice is given to have been converted to an affected type of Canadian BA Rate Loan shall be continued as or converted into a Canadian Prime Rate Loans, or, if Borrower Representative shall notify Canadian Agent at the Appropriate Notice Office, no later than 10:00 a.m. (prevailing time in the location of the Appropriate Notice Office) three (3) Business Days prior to the proposed conversionRepresentative), shall be maintained as an unaffected type of Canadian BA Rate LIBOR Loan.