Common use of Substitute Basis Clause in Contracts

Substitute Basis. During the 30 days following the date of any notice given to Borrower pursuant to subsections 2.6B and 2.6C, Administrative Agent, the Lenders and Borrower 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 affected Loans (the "Substitute Basis"). If within the 30 days following the date of any such notice to Borrower, Administrative Agent, the Lenders and Borrower 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 Lenders and Borrower shall have failed to agree upon a Substitute Basis, then each Lender shall certify in writing to Borrower through Administrative Agent (such certification to be conclusive and binding on all of the parties hereto absent manifest error) the interest rate at which such Lender is prepared to make or maintain its affected Loan for such Interest Period, it being understood that such Lender's interest rate shall be at a rate per annum equal to the sum of the Applicable Margin plus a rate which adequately and fairly reflects the cost to such Lender of obtaining the funds necessary to maintain its affected Loan for such Interest Period, such interest rate to be retroactive to and effective from the first day of such Interest Period. If no Substitute Basis is established, upon receipt of notice of the interest rates at which the Lenders are prepared to make or maintain their respective affected Loans, Borrower shall have the right exercisable upon ten Business Days' prior notice to any Lender through Administrative Agent (A) to continue to borrow Loans at the interest rates so advised by the respective Lenders (as such rates may be modified, from time to time, at the outset of each subsequent Interest Period) or (B) to prepay in full the Affected Loans of any Lender, together with accrued interest thereon at the interest rate certified in writing by such Lender as provided above, whereupon such Affected Loans shall become due and payable on the date specified by Borrower in such notice. In determining the actual interest rate per annum to be charged on any Loan, the Substitute Basis or the interest rate advised by the respective Lenders to apply to a Loan in accordance with the provisions of this subsection 2.6G shall be increased to the rate per annum obtained by dividing the Substitute Basis or such advised interest rate by a percentage equal to 100% minus the then stated maximum rate of all required reserve requirements under applicable law (including any marginal, emergency, supplemental, special or other reserves) and applicable on the date of determination of such interest rate to any member bank of the Federal Reserve System in respect of "Eurocurrency liabilities" as defined in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time (or any successor category of liabilities under Regulation D).

Substitute Basis. During the 30 days following the date of any notice given to Borrower pursuant to subsections 2.6B and 2.6C, Administrative Agent, the Lenders and Borrower 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 affected Loans (the "Substitute Basis"). If within the 30 days following the date of any such notice to Borrower, Administrative Agent, the Lenders and Borrower 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 Lenders and Borrower shall have failed to agree upon a Substitute Basis, then each Lender shall certify in writing to Borrower through Administrative Agent (such certification to be conclusive and binding on all of the parties hereto absent manifest error) the interest rate at which such Lender is prepared to make or maintain its affected Loan for such Interest Period, it being understood that such Lender's interest rate shall be at a rate per annum equal to the sum of the Applicable Margin plus a rate which adequately and fairly reflects the cost to such Lender of obtaining the funds necessary to maintain its affected Loan for such Interest Period, such interest rate to be retroactive to and effective from the first day of such Interest Period. If no Substitute Basis is established, upon receipt of notice of the interest rates at which the Lenders are prepared to make or maintain their respective affected Loans, Borrower shall have the right exercisable (i) exercis able upon ten Business Days' prior notice to any Lender through Administrative Agent (A) to continue to borrow Loans at the interest rates so advised by the respective Lenders (as such rates may be modified, from time to time, at the outset of each subsequent Interest Period) or (B) to prepay in full the Affected Loans of any Lender, together with accrued interest thereon at the interest rate certified in writing by such Lender as provided above, whereupon such Affected Loans shall become due and payable on the date specified by Borrower in such notice. In determining the actual interest rate per annum to be charged on any Loan, the Substitute Basis or the interest rate advised by the respective Lenders to apply to a Loan in accordance with the provisions of this subsection 2.6G shall be increased to the rate per annum obtained by dividing the Substitute Basis or such advised interest rate by a percentage equal to 100% minus the then stated maximum rate of all required reserve requirements under applicable law (including any marginal, emergency, supplemental, special or other reserves) and applicable on the date of determination of such interest rate to any member bank of the Federal Reserve System in respect of "Eurocurrency liabilities" as defined in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time (or any successor category of liabilities under Regulation regulation D).

Substitute Basis. During If, on or prior to the 30 days following the date first day of any notice given to Borrower Interest Period (each, an “Affected Interest Period”): (a) the Administrative Agent determines that, by reason of circumstances affecting the London interbank Eurodollar market, the “LIBO Rate” cannot be determined pursuant to subsections 2.6B the definition thereof, or (b) the Majority Lenders reasonably determine and 2.6Cnotify the Administrative Agent that the relevant rates of interest referred to in the definition of “LIBO Rate” in Section 1.01 hereof upon the basis of which the rate of interest for Loans for such Affected Interest Period is to be determined will not be adequate to cover the cost to such Lenders of making or maintaining their Loans for such Affected Interest Period, Administrative Agentthen, and in any such event, the Administrative Agent shall give notice thereof (each, a “Rate Determination Notice”) to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given, during the thirty-day period following such Rate Determination Notice (the “Negotiation Period”) the Administrative Agent and the Borrower shall negotiate in good faith in order with a view to arrive at agreeing upon a mutually acceptable alternative basis for determining the substitute interest rate from time to time applicable basis (having the written approval of the Majority Lenders) for the Loans which shall reflect the cost to the affected Lenders of funding their Loans from alternative sources (the "each, a “Substitute Basis"”). If within , and if such Substitute Basis is so agreed upon during the 30 days following the date of any such notice to Borrower, Administrative Agent, the Lenders and Borrower shall agree upon a Substitute BasisNegotiation Period, such Substitute Basis shall be retroactive apply in lieu of the LIBO Rate to and effective from all Interest Periods commencing on or after the first day of the then current Interest Period until and including the last day of such Affected Interest Period, until the circumstances giving rise to such notice have ceased to apply. If after 30 days from a Substitute Basis is not agreed upon during the date of such noticeNegotiation Period, the Lenders and Borrower shall have failed may elect to agree upon a Substitute Basisprepay the Loans pursuant to Section 3.03 hereof; provided, then however, that if the Borrower does not elect so to prepay, each Lender shall determine (and shall certify from time to time in writing a certificate delivered by such Lender to Borrower through the Administrative Agent (such certification to be conclusive and binding on all setting forth in reasonable detail the basis of the parties hereto absent manifest errorcomputation of such amount) the interest rate at which such Lender is prepared to make or maintain its affected Loan for such Interest Period, it being understood that such Lender's interest rate shall be at a rate per annum equal to the sum of the Applicable Margin plus a rate which adequately and fairly reflects basis reflecting the cost to such Lender of obtaining the funds necessary to maintain funding its affected Loan for such the Interest Period, such interest rate to be retroactive to and effective from Period commencing on or after the first day of the Affected Interest Period, until the circumstances giving rise to such notice have ceased to apply, and such rate basis shall be binding upon the Borrower and such Lender and shall apply in lieu of the LIBO Rate for the relevant Interest Period. If no Substitute Basis is established, upon receipt of notice of the interest rates at which the Lenders are prepared to make or maintain their respective affected Loans, Borrower shall have the right exercisable upon ten Business Days' prior notice to any Lender through Administrative Agent (A) to continue to borrow Loans at the interest rates so advised by the respective Lenders (as such rates may be modified, from time to time, at the outset of each subsequent Interest Period) or (B) to prepay in full the Affected Loans of any Lender, together with accrued interest thereon at the interest rate certified in writing by such Lender as provided above, whereupon such Affected Loans shall become due and payable on the date specified by Borrower in such notice. In determining the actual interest rate per annum to be charged on any Loan, the Substitute Basis or the interest rate advised by the respective Lenders to apply to a Loan in accordance with the provisions of this subsection 2.6G shall be increased to the rate per annum obtained by dividing the Substitute Basis or such advised interest rate by a percentage equal to 100% minus the then stated maximum rate of all required reserve requirements under applicable law (including any marginal, emergency, supplemental, special or other reserves) and applicable on the date of determination of such interest rate to any member bank of the Federal Reserve System in respect of "Eurocurrency liabilities" as defined in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time (or any successor category of liabilities under Regulation D).5.03

Substitute Basis. During the 30 days following the date of any notice given to the Borrower pursuant to subsections 2.6B and 2.6C, the Administrative Agent, the Lenders and the Borrower 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 affected Loans (the "Substitute BasisSUBSTITUTE BASIS"). If If, within the 30 days following the date of any such notice to the Borrower, the Administrative Agent, the Lenders and the Borrower 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 If, after 30 days from the date of such notice, the Lenders and the Borrower shall have failed to agree upon a Substitute Basis, then each Lender shall certify in writing to the Borrower through the Administrative Agent (such certification to be conclusive and binding on all of the parties hereto absent manifest error) the interest rate at which such Lender is prepared to make or maintain its affected Loan for such Interest Period, it being understood that such Lender's interest rate shall be at a rate per annum equal to the sum of the Applicable Margin plus plus, a rate which adequately and fairly reflects the cost to such Lender of obtaining the funds necessary to maintain its affected Loan for such Interest Period, such interest rate to be retroactive to and effective from the first day of such Interest Period. If no Substitute Basis is established, upon receipt of notice of the interest rates at which the Lenders are prepared to make or maintain their respective affected Loans, the Borrower shall have the right right, exercisable upon ten Business Days' prior notice to any Lender through the Administrative Agent Agent, (A) to continue to borrow Loans at the interest rates so advised by the respective Lenders (as such rates may be modified, from time to time, at the outset of each subsequent Interest Period) or (B) to prepay in full the Affected Loans of any Lender, together with accrued interest thereon at the interest rate certified in writing by such Lender as provided above, whereupon such Affected Loans shall become due and payable on the date specified by the Borrower in such notice. In determining the actual interest rate per annum to be charged on any Loan, the Substitute Basis or the interest rate advised by the respective Lenders to apply to a Loan in accordance with the provisions of this subsection 2.6G shall be increased to the rate per annum obtained by dividing the Substitute Basis or such advised interest rate by a percentage equal to 100% minus MINUS the then stated maximum rate of all required reserve requirements under applicable law (including any marginal, emergency, supplemental, special or other reserves) and applicable on the date of determination of such interest rate to any member bank of the Federal Reserve System in respect of "Eurocurrency liabilities" as defined in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time (or any successor category of liabilities under Regulation D).

Substitute Basis. During In the 30 days following event that on any date (i) any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto) that the making, maintaining, converting to or continuation of its LIBO Rate Loans has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) the Lender determines (which determination shall be final and conclusive and binding upon all parties hereto) that the making, maintaining, converting to or continuation of its LIBO Rate Loans has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of the Lender in that market, then, and in any such event, the Lender shall on that day give notice given (by e-mail or by telephone confirmed in writing) to the Borrower of such determination. If the Lender makes such a determination, then (1) the obligation of the Lender to make Loans as, or to convert Loans to, LIBO Rate Loans shall be suspended until such notice shall be withdrawn by the Lender, (2) to the extent such determination by the Lender relates to a LIBO Rate Loan then being requested by the Borrower pursuant to subsections 2.6B and 2.6C, Administrative Agenta Notice of Borrowing or a Continuation Notice, the Lenders and Borrower Lender shall negotiate in good faith in order make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (3) the Lender’s obligations to arrive at a mutually acceptable alternative basis for determining the interest rate from time to time applicable to the affected maintain its outstanding LIBO Rate Loans (the "Substitute Basis"). If within the 30 days following the date of any such notice to Borrower, Administrative Agent, the Lenders and Borrower shall agree upon a Substitute Basis, such Substitute Basis “Affected Loans”) shall be retroactive terminated at the earlier to and effective from the first day occur of the then current expiration of the Interest Period until then in effect with respect to the Affected Loans or when required by law, and including (4) the last day of such Interest Period. If after 30 days from Affected Loans shall automatically convert into Base Rate Loans on the date of such noticetermination. Notwithstanding the foregoing, to the extent a determination by the Lender as described above relates to a LIBO Rate Loan then being requested by the Borrower pursuant to a Notice of Borrowing or a Continuation Notice, the Lenders and Borrower shall have failed to agree upon a Substitute Basis, then each Lender shall certify in writing to Borrower through Administrative Agent (such certification to be conclusive and binding on all of the parties hereto absent manifest error) the interest rate at which such Lender is prepared to make or maintain its affected Loan for such Interest Period, it being understood that such Lender's interest rate shall be at a rate per annum equal to the sum of the Applicable Margin plus a rate which adequately and fairly reflects the cost to such Lender of obtaining the funds necessary to maintain its affected Loan for such Interest Period, such interest rate to be retroactive to and effective from the first day of such Interest Period. If no Substitute Basis is established, upon receipt of notice of the interest rates at which the Lenders are prepared to make or maintain their respective affected Loans, DELAYED DRAW TERM LOAN CREDIT AGREEMENT Borrower shall have the right exercisable upon ten Business Days' prior option to rescind such Notice of Borrowing or Continuation Notice as to all Lenders by giving written or telephonic notice to any Lender through Administrative Agent (Apromptly confirmed by delivery of written notice thereof) to continue to borrow Loans at the interest rates so advised by the respective Lenders (as Lender of such rates may be modified, from time to time, at the outset of each subsequent Interest Period) or (B) to prepay in full the Affected Loans of any Lender, together with accrued interest thereon at the interest rate certified in writing by such Lender as provided above, whereupon such Affected Loans shall become due and payable rescission on the date specified by Borrower in such notice. In determining on which the actual interest rate per annum to be charged on any Loan, the Substitute Basis or the interest rate advised by the respective Lenders to apply to a Loan in accordance with the provisions Lender gives notice of this subsection 2.6G shall be increased to the rate per annum obtained by dividing the Substitute Basis or such advised interest rate by a percentage equal to 100% minus the then stated maximum rate of all required reserve requirements under applicable law (including any marginal, emergency, supplemental, special or other reserves) and applicable on the date of its determination of such interest rate to any member bank of the Federal Reserve System in respect of "Eurocurrency liabilities" as defined in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time (or any successor category of liabilities under Regulation D)described above.

Substitute Basis. During the 30 days following the date of any notice given to the Borrower pursuant to subsections 2.6B and 2.6C, the Administrative Agent, the Lenders and the Borrower 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 affected Loans (the "Substitute BasisSUBSTITUTE BASIS"). If If, within the 30 days following the date of any such notice to the Borrower, the Administrative Agent, the Lenders and the Borrower 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 If, after 30 days from the date of such notice, the Lenders and the Borrower shall have failed to agree upon a Substitute Basis, then each Lender shall certify in writing to the Borrower through the Administrative Agent (such certification to be conclusive and binding on all of the parties hereto absent manifest error) the interest rate at which such Lender is prepared to make or maintain its affected Loan for such Interest Period, it being understood that such Lender's interest rate shall be at a rate per annum equal to the sum of the Applicable Margin plus plus, a rate which adequately and fairly reflects the cost to such Lender of obtaining the funds necessary to maintain its affected Loan for such Interest Period, such interest rate to be retroactive to and effective from the first day of such Interest Period. If no Substitute Basis is established, upon receipt of notice of the interest rates at which the Lenders are prepared to make or maintain their respective affected Loans, the Borrower shall have the right right, exercisable upon ten Business Days' prior notice to any Lender through the Administrative Agent (A) to continue to borrow Loans at the interest rates so advised by the respective Lenders (as such rates may be modified, from time to time, at the outset of each subsequent Interest Period) or (B) to prepay in full the Affected Loans of any Lender, together with accrued interest thereon at the interest rate certified in writing by such Lender as provided above, whereupon such Affected Loans shall become due and payable on the date specified by Borrower in such notice. In determining the actual interest rate per annum to be charged on any Loan, the Substitute Basis or the interest rate advised by the respective Lenders to apply to a Loan in accordance with the provisions of this subsection 2.6G shall be increased to the rate per annum obtained by dividing the Substitute Basis or such advised interest rate by a percentage equal to 100% minus the then stated maximum rate of all required reserve requirements under applicable law (including any marginal, emergency, supplemental, special or other reserves) and applicable on the date of determination of such interest rate to any member bank of the Federal Reserve System in respect of "Eurocurrency liabilities" as defined in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time (or any successor category of liabilities under Regulation D).Agent,