Common use of Interest Rate Unascertainable Clause in Contracts

Interest Rate Unascertainable. In the event that the Loan Agent determines that, at the time the Loan Agent is to determine the Applicable Interest Rate for an Interest Period, by reason of circumstances affecting the London interbank market for U.S. Dollar deposits, adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the LIBOR then being determined is to be fixed, the Loan Agent shall forthwith so notify the Borrowers and the Lenders, whereupon during the 30 days following the date of any such notice given to the Borrowers, the Loan Agent and the Borrowers shall negotiate in good faith in order to arrive at a mutually acceptable alternative basis for determining the interest rate from time to time applicable to the Loans (the "Substitute Basis"). If within the 30 days following the date of any such notice to the Borrowers, the Loan Agent and the Borrowers shall agree upon a Substitute Basis, such Substitute Basis shall be retroactive to and effective from the first day of the then current Interest Period until and including the last day of such Interest Period. If after 30 days from the date of such notice, the Loan Agent and the Borrowers shall have failed to agree upon a Substitute Basis, then the Loan Agent (upon instructions from the Requisite Lenders) shall certify in writing to the Borrowers the interest rate at which such Lenders are prepared to maintain their portion of the Loans for such Interest Period, it being understood that such Lenders' interest rate shall be not more than a rate per annum equal to a rate which adequately and fairly reflects the cost to such Lenders of obtaining the funds necessary to maintain their portion of the Loans for such Interest Period. If no Substitute Basis is established, upon receipt of notice of the interest rates at which the Requisite Lenders are prepared to maintain their respective portion of the Loans, and on the last day of each Interest Period thereafter, the Borrowers shall have the right exercisable upon ten Business Days' prior notice to the Loan Agent (i) to continue to borrow the Loans at the interest rate so advised by the Loan Agent (as such rate may be modified, from time to time, at the outset of each subsequent Interest Period) or (ii) to prepay in full the Loans together with accrued but unpaid interest thereon at the Applicable Interest Rate most recently in effect, whereupon the Loans shall become due and payable on the date specified by the Borrowers in such notice.