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

INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that the Domestic Agent shall have determined (which determination shall be made in good faith and, absent manifest error, shall be final, conclusive and binding upon all parties) that on any date for determining the Adjusted 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 Domestic 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, then, and in any such event, the Domestic 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 Domestic 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 to remain outstanding as LIBOR Advances, as the case may be, shall be suspended, (ii) [intentionally omitted], and (iii) all such affected Advances shall bear the same interest as Base Rate Advances; provided that Interface shall pay to the Domestic Agent and the Lenders any and all costs, fees and other expenses incurred by the Domestic Agent and the Lenders in effecting such conversion.

INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that the Domestic Administrative Agent shall have determined (which determination shall be made in good faith and, absent manifest error, shall be final, conclusive and binding upon all parties) that on any date for determining the Adjusted LIBO Rate for any Interest Period, by reason of any changes arising after the date of this Agreement affecting the London interbank market market, or the Domestic Administrative Agent’s '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, Rate then, and in any such event, the Domestic Administrative Agent shall forthwith give notice (by telephone confirmed in writing) to Interface the Borrower and to the Lenders Lenders, of such determination and a summary of the basis for such determination. Until the Domestic Administrative Agent notifies Interface the Borrower 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 to remain outstanding past the last day of the then current Interest Periods as LIBOR Advances, as the case may be, Eurodollar Advances shall be suspended, (ii) [intentionally omitted], and (iii) all such affected Advances shall bear interest at the same interest as Base Rate Advances; provided that Interface shall pay to plus the Domestic Base Rate Margin (or at such other rate of interest per annum as the Borrower and each of the Administrative Agent and the Lenders any and all costs, fees and other expenses incurred by the Domestic Agent and the Lenders shall have agreed to in effecting such conversionwriting).

INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that the Domestic Administrative Agent shall have determined (which determination shall be made in good faith and, absent manifest error, shall be final, conclusive and binding upon all parties) that on any date for determining the Adjusted LIBO Rate for any Interest Period, Dollar deposits in the relevant amount for the relevant Interest Period are not available to it in its relevant market or by reason of any changes arising after the date of this Agreement affecting the London interbank market (or the Domestic Administrative Agent’s 's position in such markets, market) 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, Rate then, and in any such event, the Domestic Administrative Agent shall forthwith give notice (by telephone confirmed in writing) to Interface the Borrower and to the Lenders Lenders, of such determination and a summary of the basis for such determination. Until the Domestic Administrative Agent notifies Interface the Borrower 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 to remain outstanding past the last day of the then current Interest Periods as LIBOR Advances, as the case may be, Eurodollar Advances shall be suspended, (ii) [intentionally omitted], and (iii) all such affected Advances shall bear interest at the same interest as Base Rate Advances; provided that Interface shall pay to plus the Domestic Base Rate Margin (or at such other rate of interest per annum as the Borrower and each of the Administrative Agent and the Lenders any and all costs, fees and other expenses incurred by the Domestic Agent and the Lenders shall have agreed to in effecting such conversionwriting).

INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that the Domestic 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 Domestic United States secondary certificate of deposit market, as the case may be, or the Appropriate Co-Agent’s '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 Domestic 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 Domestic 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, or Multicurrency Syndicated Loans to remain outstanding as LIBOR CD Rate Advances, Special Adjusted LIBO Rate or Euro Advances as the case may be, shall be suspended, (ii) [intentionally omitted], and (iii) all such affected Advances shall bear the same interest as Base Rate Advances; provided that Interface shall pay to the Domestic Agent and the Lenders any and all costs, fees and other expenses incurred by the Domestic Agent and the Lenders in effecting such conversion.

INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that the Domestic Administrative Agent shall have determined (which determination shall be made in good faith andreasonably exercised and shall, absent manifest error, shall be final, conclusive and binding upon all parties) that on any date for determining the Adjusted LIBO LIBOR Rate for any Interest Period, by reason of any changes arising after the date of this Agreement affecting the London interbank market market, or the Domestic Agentany Lender’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 LIBOR Rate, then, and in any such event, the Domestic 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 Domestic Administrative Agent notifies Interface Borrower that the circumstances giving rise to the suspension described herein no longer exist, (ia) the obligations of the Lenders to make or permit portions of the Domestic Syndicated LIBOR Loans to remain outstanding as LIBOR Advances, as the case may be, shall be immediately suspended, (iib) [intentionally omitted]any Borrowing of LIBOR Loans that is requested (by continuation, conversion or otherwise) shall instead be made as a Borrowing of Base Rate Loans, and (iiic) all such affected Advances any outstanding LIBOR Loan shall bear be converted, on the same interest as last day of the then current Interest Period applicable thereto, to a Base Rate Advances; provided that Interface shall pay to the Domestic Agent and the Lenders any and all costs, fees and other expenses incurred by the Domestic Agent and the Lenders in effecting such conversionLoan.

INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that the Domestic Agent Agent, in the case of the Adjusted LIBO Rate, shall have determined (which determination shall be made in good faith and, absent manifest error, shall be final, conclusive and binding upon all parties) that on any date for determining the Adjusted 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 Domestic Agent’s '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 Ad justed LIBO Rate, Rate then, and in any such event, the Domestic 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 Domestic Agent notifies Interface Borrower 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 Revolving Loans, Line of Credit Loans, or Term Loans to remain outstanding past the last day of the then current Interest Periods as LIBOR Advances, as the case may be, Eurodollar Advances shall be suspended, (ii) [intentionally omitted], and (iii) all such affected Advances shall bear the same interest as Base Rate Advances; provided that Interface shall pay to the Domestic Agent and the Lenders any and all costs, fees and other expenses incurred by the Domestic Agent and the Lenders in effecting such conversion.

INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that the Domestic Administrative Agent shall have determined (which determination shall be made in good faith and, absent manifest error, shall be final, conclusive and binding upon all parties) that on any date for determining the Adjusted LIBO Rate for any Interest Period, by reason of any changes arising after the date of this Agreement affecting the London interbank market market, or the Domestic Administrative Agent’s '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, then, and in any such event, the Domestic Administrative Agent shall forthwith give notice (by telephone confirmed in writing) to Interface Borrower and to the Lenders Lenders, of such determination and a summary of the basis for such determination. Until the Domestic Administrative Agent notifies Interface Borrower 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 Revolving Loans, Term Loans and the Swing Line Loan to remain outstanding past the last day of the then current Interest Periods as LIBOR Advances, as the case may be, Eurodollar Advances shall be suspended, (ii) [intentionally omitted], and (iii) all such affected Advances shall bear the same interest as Base Rate Advances; provided that Interface shall pay to the Domestic Agent and the Lenders any and all costs, fees and other expenses incurred by the Domestic Agent and the Lenders in effecting such conversion.

INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that the Domestic 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, absent manifest error, shall be final, conclusive and binding upon all parties) that on any date for determining the Adjusted LIBO Rate or the 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 Domestic United States secondary certificate of deposit market, as the case may be, or the Administrative Agent’s '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 or CD Rate, as the case may be, then, and in any such event, the Domestic 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 Domestic Administrative Agent notifies Interface Borrower 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 Revolving Loans, Line of Credit Loans, or Term Loans to remain outstanding past the last day of the then current Interest Periods as LIBOR CD Rate Advances or Eurodollar Advances, as the case may be, shall be suspended, (ii) [intentionally omitted], and (iii) all such affected Advances shall bear the same interest as Base Rate Advances; provided that Interface shall pay to the Domestic Agent and the Lenders any and all costs, fees and other expenses incurred by the Domestic Agent and the Lenders in effecting such conversion.

INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that the Domestic ------------------------------------- Agent shall have reasonably determined (which determination shall be made in good faith and, absent manifest error, shall be final, conclusive and binding upon all parties) that on any date for determining the Adjusted LIBO Rate for any Interest Period, by reason of any changes arising after the date of this Agreement affecting the London interbank market market, or the Domestic Agent’s '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, then, and in any such event, the Domestic Agent shall forthwith give notice (by telephone confirmed in writing) to Interface Borrower and to the Lenders Lenders, of such determination and a summary of the basis for such determination. Until the Domestic Agent notifies Interface Borrower 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 Revolving Loans to remain outstanding past the last day of the then current Interest Periods as LIBOR Advances, as the case may be, Eurodollar Advances shall be suspended, (ii) [intentionally omitted], and (iii) all such affected Advances shall bear the same interest as Base Rate Advances; provided that Interface shall pay to the Domestic Agent and the Lenders any and all costs, fees and other expenses incurred by the Domestic Agent and the Lenders in effecting such conversion.

INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that the Domestic Administrative Agent shall have determined (which determination shall be made in good faith and, absent manifest error, shall be final, conclusive and binding upon all parties) that on any date for determining the 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 Domestic United States secondary certificate of deposit market, as the case may be, or the Administrative Agent’s '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 or Fixed CD Rate, as the case may be, then, and in any such event, the Domestic Administrative 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 Domestic Administrative 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 Term Loans to remain outstanding as LIBOR Advances, CD Rate Advances or Eurodollar Advances as the case may be, shall be suspended, (ii) [intentionally omitted], and (iii) all such affected Advances shall bear the same interest as Base Rate Advances; provided that Interface shall pay to the Domestic Agent and the Lenders any and all costs, fees and other expenses incurred by the Domestic Agent and the Lenders in effecting such conversion.

INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that the Domestic Agent shall have determined (which determination shall be made in good faith and, absent manifest error, shall be final, conclusive and binding upon all parties) that on any date for determining the Adjusted LIBO Rate LIBOR for any Interest Rent Period, by reason of any changes arising after the date of this Agreement affecting the London interbank market market, or the Domestic Agent’s '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, LIBOR then, and in any such event, the Domestic Agent shall forthwith give notice (by telephone confirmed in writing) to Interface the Lessee and to the Lenders other Funding Parties, of such determination and a summary of the basis for such determination. Until the Domestic Agent notifies Interface the Lessee that the circumstances giving rise to the suspension described herein no longer exist, (i) the obligations of the Lenders other Funding Parties to make or permit portions of the Domestic Syndicated Loans Funded Amounts to remain outstanding past the last day of the then current Rent Periods as LIBOR AdvancesAdvances shall be suspended, and such affected LIBOR Advances shall bear interest or accrue yield, as the case may be, shall be suspended, at the Alternative Rate (ii) [intentionally omitted], or at such other rate of interest per annum as the Lessee and (iii) all such affected Advances shall bear each of the same interest as Base Rate Advances; provided that Interface shall pay to the Domestic Agent and the Lenders any and all costs, fees and other expenses incurred by the Domestic Agent and the Lenders Funding Parties shall have agreed to in effecting such conversionwriting).

INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that the Domestic Agent shall have determined (which determination shall be made in good faith and, absent manifest error, shall be final, conclusive and binding upon all parties) that on any date for determining the Adjusted LIBO Applicable LIBOR Rate for any Interest interest Period, by reason of any changes arising after the date of this Agreement affecting the London interbank market or the Domestic Agent’s '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 the Applicable LIBOR Rate, then, and in any such event, the Domestic Agent shall forthwith give notice (by telephone confirmed in writing) to Interface the Borrower and to the Lenders of such determination and a summary of the basis for such determination. Until the Domestic Agent notifies Interface the Borrower 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 to remain outstanding past the last day of then current Interest Periods as LIBOR Advances, as the case may be, Loans shall be suspended, (ii) [intentionally omitted], and (iii) all such affected Advances Loans shall bear the same interest as Base Rate Advances; provided that Interface Loans and shall pay to be maintained as Base Rate Loans at the Domestic Agent and expiration of the Lenders any and all costs, fees and other expenses incurred by the Domestic Agent and the Lenders in effecting such conversionInterest Period applicable thereto.

INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that the Domestic Agent shall have determined (which determination shall be made in good faith and, absent manifest error, shall be final, conclusive and binding upon all parties) that on any date for determining the Adjusted LIBO Rate for any Interest Period, by reason of any changes arising after the date of this Agreement affecting the London interbank market market, or the Domestic Agent’s '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, then, and in any such event, the Domestic Agent shall forthwith give notice (by telephone confirmed in writing) to Interface Borrower and to the Lenders Lenders, of such determination and a summary of the basis for such determination. Until the Domestic Agent notifies Interface Borrower 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 Revolving Loans and the Swing Line Loans to remain outstanding past the last day of the then current Interest Periods as LIBOR Advances, as the case may be, Eurodollar Advances shall be suspended, (ii) [intentionally omitted], and (iii) all such affected Advances shall bear the same interest as Base Rate Advances; provided that Interface . Nothing set forth in this Section 4.9. shall pay prohibit the Borrower from utilizing the provisions herein relating to the Domestic Agent and the Lenders any and all costs, fees and other expenses incurred by the Domestic Agent and the Lenders in effecting such conversionCompetitive Bid Rate Advances or Cost of Funds Advances.

INTEREST RATE NOT ASCERTAINABLE, ETC. In the event ------------------------------------- that the Domestic Agent shall have determined (which determination shall be made in good faith and, absent manifest error, shall be final, conclusive and binding upon all parties) that on any date for determining the Adjusted LIBO Rate for any Interest Period, by reason of any changes arising after the date of this Agreement affecting the London interbank market market, or the Domestic Agent’s '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, Rate then, and in any such event, the Domestic Agent shall forthwith give notice (by telephone confirmed in writing) to Interface Intermet and to the Lenders Lenders, of such determination and a summary of the basis for such determination. Until the Domestic Agent notifies Interface Intermet 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 to remain outstanding past the last day of the then current Interest Periods as LIBOR Advances, as the case may be, Eurodollar Advances shall be suspended, (ii) [intentionally omitted], and (iii) all such affected Advances shall bear the same interest as at the Base Rate Advances; provided that Interface shall pay to (or at such other rate of interest per annum as Intermet and each of the Domestic Agent and the Lenders any and all costs, fees and other expenses incurred by the Domestic Agent and the Lenders shall have agreed to in effecting such conversionwriting).

INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that the Domestic Administrative Agent or any Lender shall have determined (which determination shall be made in good faith and, absent manifest error, shall be final, conclusive and binding upon all parties) that on any date for determining the Adjusted LIBO Rate LIBOR for any Interest Period, by reason of any changes arising after the date of this Agreement affecting the London interbank market market, or the Domestic Administrative Agent’s or such Lender’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 RateLIBOR, then, and in any such event, the Domestic Administrative Agent shall forthwith give notice (by telephone confirmed in writing) to Interface Borrower and to the Lenders Lenders, of such determination and a summary of the basis for such determination. Until the Domestic Administrative Agent notifies Interface Borrower 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 Loan to remain outstanding past the last day of the then current Interest Periods as LIBOR Advances, as the case may be, Eurodollar Loans shall be suspended, (ii) [intentionally omitted], and (iii) all such affected Advances Eurodollar Loans shall bear the same interest as be repaid or converted to a Base Rate AdvancesLoan; provided that Interface if Borrower elects to make such conversion, Borrower shall pay to the Domestic Agent and the Lenders any and all costs, fees and other expenses incurred by the Domestic Administrative Agent and the Lenders in effecting such conversion.

INTEREST RATE NOT ASCERTAINABLE, ETC. In the event ------------------------------------- that the Domestic Agent shall have determined (which determination shall be made in good faith and, absent manifest error, shall be final, conclusive and binding upon all parties) that on any date for determining the Adjusted LIBO Rate for any Interest Period, by reason of any changes arising after the date of this Agreement affecting the London interbank market market, or the Domestic Agent’s '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, then, and in any such event, the Domestic Agent shall forthwith give notice (by telephone confirmed in writing) to Interface Borrower and to the Lenders Lenders, of such determination and a summary of the basis for such determination. Until the Domestic Agent notifies Interface Borrower 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 Revolving Loans or Term Loans to remain outstanding past the last day of the then current Interest Periods as LIBOR Advances, as the case may be, Eurodollar Advances shall be suspended, (ii) [intentionally omitted], and (iii) all such affected Advances shall bear the same interest as Base Rate Advances; provided that Interface shall pay to the Domestic Agent and the Lenders any and all costs, fees and other expenses incurred by the Domestic Agent and the Lenders in effecting such conversion.