Circumstances Affecting LIBOR Rate Availability In connection with any request for a LIBOR Rate Loan or a conversion to or continuation thereof, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Loan, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the LIBOR Rate for such Interest Period with respect to a proposed LIBOR Rate Loan or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make LIBOR Rate Loans and the right of the Borrower to convert any Loan to or continue any Loan as a LIBOR Rate Loan shall be suspended, and the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan together with accrued interest thereon (subject to Section 5.1(d)), on the last day of the then current Interest Period applicable to such LIBOR Rate Loan; or (B) convert the then outstanding principal amount of each such LIBOR Rate Loan to a Base Rate Loan as of the last day of such Interest Period.
Shift Differential A. Shift differential will be $.60 cents per hour. B. Employees eligible for shift differential are those whose work shift begins before 6:00 a.m. or ends on or after 7:00 p.m. and are scheduled by their supervisor for a total shift of at least six (6) hours in duration. This shift differential shall not apply to those employees who have requested and have been granted flexible work scheduling.
Supervisory Differential Adjustment The Appointing Officer shall adjust the compensation of a supervisory employee whose compensation grade is set herein subject to the following conditions:
Break-Up Fee On the date the Petitions are filed (the "Petition Date"), RAG shall file a motion (after consulting with and obtaining the input from counsel to UDC) seeking a hearing date on approval of the Transition Agreement in the form attached hereto as Exhibit B, and the Break-Up Fee (as defined below) on or before the tenth day following the Petition Date. Such motion shall request the UDC's claim for the Break-Up Fee be afforded status as a superpriority administrative claim secured by a lien on the Reliance Entities' assets. The Bankruptcy Court order approving the Transition Agreement and the Break-Up Fee shall be reasonably satisfactory in form and substance to each Party hereto (the "Break-Up Fee Order"). The Reliance Entities shall pay to UDC a $2,000,000 fee (the "Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, (a) RAG and UDC execute and deliver the Warrant Agreement and (b)(i) UDC terminates the Transition Agreement, the Servicing Agreement or this Agreement by written notice after the Reliance Entities materially breach the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time UDC is not then in breach of any of such Agreements); or (ii) the Transactions are not consummated solely as a result of the Reliance Entities' entering into an alternative transaction with a counterparty other than UDC; it being understood that the conditions described in clauses (a) and (b) shall not be satisfied if the Transactions are not consummated due to the failure of a condition to Closing set forth in paragraph 6 below to have been satisfied. UDC shall pay to the Reliance Entities a $2,000,000 fee (the "Reliance Break-Up Fee") in the event that after the Bankruptcy Court has entered the Break-Up Fee Order, the Reliance Entities terminate the Transition Agreement, the Servicing Agreement or this Agreement by written notice after UDC materially breaches the Transition Agreement or this Agreement at any time or the Servicing Agreement prior to the effective date of the Consensual Plan, as applicable (provided that at such time the Reliance Entities are not then in breach of any of such Agreements).
Intent to Limit Charges to Maximum Lawful Rate In no event shall the interest rate or rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if said rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the date of this Agreement, Borrower is and shall be liable only for the payment of such maximum as allowed by law, and payment received from Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Obligations to the extent of such excess.