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

INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that the 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 LIBOR for any Interest Period, by reason of (a) (i) any changes arising after the date of this Agreement affecting the London interbank market or (ii) the Administrative 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 LIBOR or (b) the interest rate for LIBOR Loans pursuant to the basis provided for in the definition of LIBOR does not adequately reflect the cost to the Lenders of making, funding or maintaining their LIBOR Loan for such Interest Period then and in any such event, the Administrative Agent shall forthwith give notice (by telephone confirmed in writing) to the Borrower Representative and to the Lenders of such determination and a summary of the basis for such determination. Until the Administrative Agent notifies the Borrower Representative that the circumstances giving rise to the suspension described herein no longer exist, (i) the obligations of the Lenders to permit portions of the Loans to remain outstanding as LIBOR Loans shall be suspended and (ii) (x) all such affected LIBOR Loans (other than Sterling Loans) shall bear the same interest as Base Rate Loans, and (y) all such affected Sterling Loans consisting of LIBOR Loans shall bear the same interest as Fourteen Day LIBOR Loans (or if the Fourteen Day LIBOR rate is not reflective of the cost to the Lenders of funding or maintaining any Loan from any reasonable source they may select, interest at the rate that reflects such cost, calculated by the Administrative Agent).

INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that the 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 LIBOR for any Interest Period, by reason of (a) (i) any changes arising after the date of this Agreement affecting the London interbank market or (ii) the Administrative 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 LIBOR or (b) the interest rate for LIBOR Loans pursuant to the basis provided for in the definition of LIBOR does not adequately reflect the cost to the Lenders of makingLIBOR, funding or maintaining their LIBOR Loan for such Interest Period then and in any such event, the Administrative Agent shall forthwith give notice (by telephone confirmed in writing) to the Borrower Representative and to the Lenders of such determination and a summary of the basis for such determination. Until the Administrative Agent notifies the Borrower Representative that the circumstances giving rise to the suspension described herein no longer exist, (i) the obligations of the Revolving Lenders to permit portions of the Loans to remain outstanding as LIBOR Loans shall be suspended and (ii) (x) all such affected LIBOR Loans (other than Sterling Loans) shall bear the same interest as Base Rate Loans, and (y) all such affected Sterling Loans consisting of LIBOR Loans shall bear the same interest as Fourteen Day LIBOR Overnight Sterling Rate Loans (or if the Fourteen Day LIBOR rate Overnight Sterling Rate is not reflective of the cost to the Lenders of funding or maintaining any Loan from any reasonable source they may select, interest at the rate that reflects such cost, calculated by the Administrative Agent).

INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that the 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 (a) on any date for determining LIBOR for any Interest Period, by reason of (a) (i) any changes arising after the date of this Agreement affecting the London interbank market market, or (ii) the Administrative Agent's ’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 LIBOR or LIBOR, (b) the interest rate for LIBOR Loans pursuant to the basis provided for a fundamental change has occurred in the definition foreign exchange or interbank markets with respect to any Alternative Currency (including, without limitation, changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls) that increases the costs of LIBOR does not adequately reflect the cost Administrative Agent or any Lender to make Loans in an Alternative Currency or (c) it has become otherwise materially impractical for the Lenders of makingAdministrative Agent or any Lender to make Loans in an Alternative Currency, funding or maintaining their LIBOR Loan for such Interest Period then then, and in any such event, the Administrative Agent shall forthwith give notice (by telephone confirmed in writing) to the Borrower Representative and to the Lenders Lenders, of such determination and a summary of the basis for such determination. Until the Administrative Agent notifies the Borrower Representative that the circumstances giving rise to the suspension described herein no longer exist, (i) the obligations of the Lenders to make Alternative Currency Loans in such Alternative Currency or make or permit portions of the Loans to remain outstanding past the last day of the then current Interest Periods as Eurodollar Advances or to make any Swing Line Advance at the LIBOR Loans Market Index Rate, as applicable, shall be suspended suspended, and (ii) (x) all such affected LIBOR Loans (other than Sterling Loans) Advances shall bear the same interest as be repaid or converted to a Base Rate LoansAdvance in Dollars; provided that if Borrower elects to make such conversion, Borrower shall pay any and (y) all such affected Sterling Loans consisting of LIBOR Loans shall bear the same interest as Fourteen Day LIBOR Loans (or if the Fourteen Day LIBOR rate is not reflective of the cost to the Lenders of funding or maintaining any Loan from any reasonable source they may selectcosts, interest at the rate that reflects such cost, calculated fees and other expenses incurred by the Administrative Agent)Agent and the Lenders in effecting such conversion.

INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that the Administrative Appropriate Co-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 LIBOR the Adjusted LIBO Rate or Adjusted Special LIBO Rate for any Interest Period, by reason of (a) (i) any changes arising after the date of this Agreement affecting the London interbank market or (ii) the Administrative Appropriate Co-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 LIBOR Adjusted LIBO Rate or (b) Adjusted Special LIBO Rate, as the interest rate for LIBOR Loans pursuant to the basis provided for in the definition of LIBOR does not adequately reflect the cost to the Lenders of makingcase may be, funding or maintaining their LIBOR Loan for such Interest Period then then, and in any such - 81 - event, the Administrative Appropriate Co-Agent shall forthwith give notice (by telephone confirmed in writing) to the Borrower Representative Interface and to the Lenders of such determination and a summary of the basis for such determination. Until the Administrative Appropriate Co-Agent notifies the Borrower Representative 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 or Multicurrency Syndicated Loans to remain outstanding as Adjusted Special LIBO Rate or LIBOR Loans Advances, as the case may be, shall be suspended and suspended, (ii) such affected Advances, if made and outstanding in an Eligible Currency, shall be converted to Advances in Dollars based on the Dollar Equivalent amounts thereof as of the date of such conversion, and (xiii) all such affected LIBOR Loans (other than Sterling Loans) Advances shall bear the same interest as Base Rate Loans, and (y) all such affected Sterling Loans consisting of LIBOR Loans shall bear the same interest as Fourteen Day LIBOR Loans (or if the Fourteen Day LIBOR rate is not reflective of the cost to the Lenders of funding or maintaining any Loan from any reasonable source they may select, interest at the rate that reflects such cost, calculated by the Administrative Agent)Advances.

INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that the Administrative Agent Agent, in the case of the Adjusted LIBO Rate, and the Currency Lender in the case of the Adjusted FIBO 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 LIBOR the Adjusted LIBO Rate or Adjusted FIBO Rate for any Interest Period, by reason of (a) (i) any changes arising after the date of this Agreement affecting the London interbank market or (ii) the Administrative Frankfurt interbank market, as the case may be, or the Agent's or Currency Lender'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 LIBOR Adjusted LIBO Rate or (b) Adjusted FIBO Rate, as the interest rate for LIBOR Loans pursuant to the basis provided for in the definition of LIBOR does not adequately reflect the cost to the Lenders of makingcase may be, funding or maintaining their LIBOR Loan for such Interest Period then then, and in any such event, the Administrative Agent shall forthwith give notice (by telephone confirmed in writing) to the Borrower Representative Intermet and to the Lenders Domestic Lenders, or the Currency Lender shall forthwith give notice (by telephone confirmed in writing) to Intermet and the Agent, of such determination and a summary of the basis for such determination. Until the Administrative Agent or the Currency Lender, as the case may be, notifies the Borrower Representative 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 Revolving Loans or Currency Loans to remain outstanding out- standing past the last day of the then current Interest Periods as LIBOR Loans Euro Advances shall be suspended suspended, and (ii) (x) all such affected LIBOR Loans (other than Sterling Loans) Advances shall bear the same interest as at the Base Rate Loans, and (y) all such affected Sterling Loans consisting of LIBOR Loans shall bear the same interest as Fourteen Day LIBOR Loans (or if the Fourteen Day LIBOR at such other rate is not reflective of interest per annum as Intermet and each of the cost to Agent and the Lenders of funding or maintaining any Loan from any reasonable source they may select, interest at the rate that reflects such cost, calculated by the Administrative Agentshall have agreed to in writing).

INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that the 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 (a) on any date for determining LIBOR for any Interest Period, by reason of (a) (i) any changes arising after the date of this Agreement affecting the London interbank market market, or (ii) the 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 LIBOR or LIBOR, (b) the interest rate for LIBOR Loans pursuant to the basis provided for a fundamental change has occurred in the definition foreign exchange or interbank markets with respect to any Alternative Currency (including, without limitation, changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls) that increases the costs of LIBOR does not adequately reflect the cost Administrative Agent or any Lender to make Loans in an Alternative Currency or (c) it has become otherwise materially impractical for the Lenders of makingAdministrative Agent or any Lender to make Loans in an Alternative Currency, funding or maintaining their LIBOR Loan for such Interest Period then then, and in any such event, the Administrative Agent shall forthwith give notice (by telephone confirmed in writing) to the Borrower Representative and to the Lenders Lenders, of such determination and a summary of the basis for such determination. Until the Administrative Agent notifies the Borrower Representative that the circumstances giving rise to the suspension described herein no longer exist, (i) the obligations of the Lenders to make Alternative Currency Loans in such Alternative Currency or make or permit portions of the Loans to remain outstanding past the last day of the then current Interest Periods as LIBOR Loans Eurodollar Advances, as applicable, shall be suspended suspended, and (ii) (x) all such affected LIBOR Loans (other than Sterling Loans) Advances shall bear the same interest as be repaid or converted to a Base Rate LoansAdvance in Dollars; provided that if Borrower elects to make such conversion, Borrower shall pay any and (y) all such affected Sterling Loans consisting of LIBOR Loans shall bear the same interest as Fourteen Day LIBOR Loans (or if the Fourteen Day LIBOR rate is not reflective of the cost to the Lenders of funding or maintaining any Loan from any reasonable source they may selectcosts, interest at the rate that reflects such cost, calculated fees and other expenses incurred by the Administrative Agent)Agent and the Lenders in effecting such conversion.

INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that the Administrative Appropriate Co-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 LIBOR the Adjusted LIBO Rate for any Interest Period, by reason of (a) (i) any changes arising after the date of this Agreement affecting the London interbank market or (ii) the Administrative Appropriate Co-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 LIBOR or (b) the interest rate for LIBOR Loans pursuant to the basis provided for in the definition of LIBOR does not adequately reflect the cost to the Lenders of makingAdjusted LIBO Rate, funding or maintaining their LIBOR Loan for such Interest Period then then, and in any such event, the Administrative Appropriate Co-Agent shall forthwith give notice (by telephone confirmed in writing) to the Borrower Representative Interface and to the Lenders of such determination and a summary of the basis for such determination. Until the Administrative Appropriate Co-Agent notifies the Borrower Representative 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 or UK Multicurrency Syndicated Loans to remain outstanding as LIBOR Loans Advances, as the case may be, shall be suspended and suspended, (ii) such affected Advances, if made and outstanding in a Foreign Currency, shall be converted to Advances in Dollars based on the Dollar Equivalent amounts thereof as of the date of such conversion, and (xiii) all such affected LIBOR Loans (other than Sterling Loans) Advances shall bear the same interest as Base Rate Loans, and (y) all such affected Sterling Loans consisting of LIBOR Loans Advances; PROVIDED that Interface shall bear the same interest as Fourteen Day LIBOR Loans (or if the Fourteen Day LIBOR rate is not reflective of the cost pay to the Multicurrency Agent, the Domestic Agent and the Lenders of funding or maintaining any Loan from any reasonable source they may selectand all costs, interest at the rate that reflects such cost, calculated fees and other expenses incurred by the Administrative Multicurrency Agent), the Domestic Agent and the Lenders in effecting such conversion.

INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that the Administrative Appropriate Co-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 LIBOR the Adjusted LIBO Rate for any Interest Period, by reason of (a) (i) any changes arising after the date of this Agreement affecting the London interbank market or (ii) the Administrative Appropriate Co-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 LIBOR or (b) the interest rate for LIBOR Loans pursuant to the basis provided for in the definition of LIBOR does not adequately reflect the cost to the Lenders of makingAdjusted LIBO Rate, funding or maintaining their LIBOR Loan for such Interest Period then then, and in any such event, the Administrative Appropriate Co-Agent shall forthwith give notice (by telephone confirmed in writing) to the Borrower Representative Interface and to the Lenders of such determination and a summary of the basis for such determination. Until the Administrative Appropriate Co-Agent notifies the Borrower Representative 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 or Multicurrency Syndicated Loans to remain outstanding as LIBOR Loans Advances, as the case may be, shall be suspended and suspended, (ii) such affected Advances, if made and outstanding in a Foreign Currency, shall be converted to Advances in Dollars based on the Dollar Equivalent amounts thereof as of the date of such conversion, and (xiii) all such affected LIBOR Loans (other than Sterling Loans) Advances shall bear the same interest as Base Rate Loans, and (y) all such affected Sterling Loans consisting of LIBOR Loans Advances; provided that Interface shall bear the same interest as Fourteen Day LIBOR Loans (or if the Fourteen Day LIBOR rate is not reflective of the cost pay to the Multicurrency Agent, the Domestic Agent and the Lenders of funding or maintaining any Loan from any reasonable source they may selectand all costs, interest at the rate that reflects such cost, calculated fees and other expenses incurred by the Administrative Multicurrency Agent), the Domestic Agent and the Lenders in effecting such conversion.