Common use of Interest Rate Unascertainable, Inadequate or Unfair Clause in Contracts

Interest Rate Unascertainable, Inadequate or Unfair. In the event that (i) the Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Rate then being determined is to be fixed or (ii) the Required Class Lenders of the affected Term Loan Facility notify the Agent that the Eurocurrency Rate for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Term Loans for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon each affected Eurocurrency Rate Term Loan shall automatically, on the last day of the current Interest Period for such Term Loan, convert into a Base Rate Term Loan and the obligations of the Lenders to make Eurocurrency Rate Term Loans or to convert Base Rate Term Loans into Eurocurrency Rate Term Loans shall be suspended until the Agent shall notify the Borrower that the Required Class Lenders under the affected Term Loan Facility have determined that the circumstances causing such suspension no longer exist.

Interest Rate Unascertainable, Inadequate or Unfair. In the event that (i) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Rate then being determined is to be fixed or (ii) the Required Class Requisite Lenders of the affected Term Loan Facility notify the Administrative Agent that the Eurocurrency Rate for any Interest Period will not adequately reflect the cost to the such Lenders of making or maintaining such Term Loans in Dollars or Euros, as applicable, for such Interest Period, the Administrative Agent shall forthwith so notify the U.S. Borrower and the Lenders, whereupon each affected Eurocurrency Rate Term Loan shall automatically, on the last day of the current Interest Period for such Term Loan, convert into a Base Rate Term Loan denominated in Dollars (regardless of currency) and the obligations of the Lenders to make Eurocurrency Rate Term Loans or to convert Base Rate Term Loans into Eurocurrency Rate Term Loans shall be suspended until the Administrative Agent shall notify the U.S. Borrower that the Required Class Requisite Lenders under the affected Term Loan Facility have determined that the circumstances causing such suspension no longer exist.

Interest Rate Unascertainable, Inadequate or Unfair. In the event that (i) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Rate or the BA Rate then being determined is to be fixed or (ii) the Required Class Requisite Lenders of the affected Term Loan Facility notify the Administrative Agent that the Eurocurrency Rate or the BA Rate for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Term Loans in the applicable currency for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Borrowers and the Lenders, whereupon each affected Eurocurrency Rate Term Loan or BA Rate Loan, as applicable, shall automatically, on the last day of the current Interest Period for such Term Loan, convert into a the applicable Base Rate Term Loan and the obligations of the Lenders to make Eurocurrency Rate Term Loans or BA Rate Loans, as applicable, or to convert Base Rate Term Loans into Eurocurrency Rate Term Loans or BA Rate Loans, as applicable, shall be suspended until the Administrative Agent shall notify the Borrower Borrowers that the Required Class Requisite Lenders under the affected Term Loan Facility have determined that the circumstances causing such suspension no longer exist.

Interest Rate Unascertainable, Inadequate or Unfair. In the event that (i) the Administrative Agent reasonably determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Rate or BA Rate then being determined is to be fixed or (ii) the Required Class Requisite Lenders of the affected Term Loan Facility reasonably determine and notify the Administrative Agent that the Eurocurrency Rate or BA Rate for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Term Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon each affected Eurocurrency Rate Term Loan denominated in Dollars or BA Rate Loan shall automatically, on the last day of the current Interest Period for such Term Loan, convert into a Base Rate Term Loan or Canadian Prime Rate Loan, as applicable, and the obligations of the Lenders to make Eurocurrency Rate Term Loans or BA Rate Loans, as applicable, or to convert Base Rate Term Loans or Canadian Prime Rate Loans, as applicable, into Eurocurrency Rate Term Loans denominated in Dollars or BA Rate Loans, as applicable, shall be suspended until the Administrative Agent shall notify the Borrower that the Required Class Requisite Lenders under the affected Term Loan Facility have determined that the circumstances causing such suspension no longer exist.

Interest Rate Unascertainable, Inadequate or Unfair. In the event that If (i) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Rate then being determined is to be fixed or (ii) the Required Class Requisite Lenders of the affected Term Loan Facility notify the Administrative Agent that the Eurocurrency Rate for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Term Loans in the applicable currency for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon each affected Eurocurrency Rate Term Loan denominated in Dollars or Euros shall automatically, on the last day of the current Interest Period for such Term Loan, convert into a Base Rate Term Loan denominated in Dollars (regardless of the currency of such Loan) and the obligations of the Lenders to make Eurocurrency Rate Term Loans denominated in Dollars or Euros or to convert Base Rate Term Loans denominated in Dollars into Eurocurrency Rate Term Loans shall be suspended until the Administrative Agent shall notify the Borrower that the Required Class Requisite Lenders under the affected Term Loan Facility have determined that the circumstances causing such suspension no longer exist.

Interest Rate Unascertainable, Inadequate or Unfair. In If prior to the event that commencement of any Interest Period for a Borrowing of Eurodollar Rate Loans: (i) the Agent determines (which determination shall be conclusive absent manifest error) that adequate and fair reasonable means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Adjusted LIBO Rate then being determined is to be fixed or for such Interest Period; or (ii) the Required Class Agent is advised by the Requisite Lenders of the affected Term Loan Facility notify the Agent that the Eurocurrency Adjusted LIBO Rate for any such Interest Period will not adequately and fairly reflect the cost to the such Lenders of making or maintaining their Loans included in such Term Loans Borrowing for such Interest Period, ; then the Agent shall forthwith so notify the give notice thereof to Borrower and the Lenderseach Lender, whereupon until the Agent has determined that the circumstances giving rise to such suspension no longer exist, (a) the right of Borrower to elect to have Loans bear interest based upon the Adjusted LIBO Rate shall be suspended, and (b) each affected Eurocurrency outstanding Eurodollar Rate Term Loan shall automatically, be converted into a Base Rate Loan on the last day of the then current Interest Period for such Term Loantherefor, convert into a Base Rate Term Loan and the obligations of the Lenders to make Eurocurrency Rate Term Loans or to convert Base Rate Term Loans into Eurocurrency Rate Term Loans shall be suspended until the Agent shall notify notwithstanding any prior election by the Borrower that to the Required Class Lenders under the affected Term Loan Facility have determined that the circumstances causing such suspension no longer existcontrary.

Interest Rate Unascertainable, Inadequate or Unfair. In the event that If (i) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency LIBO Rate then being determined is to be fixed or (ii) the Required Class Requisite Lenders of the affected Term Loan Facility notify the Administrative Agent that the Eurocurrency LIBO Rate for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Term Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon whereupon: (A) each affected Eurocurrency LIBO Rate Term Loan shall automatically, on the last day of the current Interest Period for such Term Loan, convert into a Base Rate Term Loan and (determined without reference to the LIBO Rate component thereof); and (B) the obligations of the Lenders to make Eurocurrency LIBO Rate Term Loans or to convert Base Rate Term Loans into Eurocurrency LIBO Rate Term Loans shall be suspended until the Administrative Agent shall notify the Borrower that the Required Class Requisite Lenders under the affected Term Loan Facility have determined that the circumstances causing such suspension no longer exist.

Interest Rate Unascertainable, Inadequate or Unfair. In Subject to Section 2.14(c), in the event that (i) the Administrative Agent reasonably determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Rate then being determined is to be fixed or (ii) the Required Class Requisite Lenders of the affected Term Loan Facility reasonably determine and notify the Administrative Agent that the Eurocurrency Rate for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Term Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon each affected Eurocurrency Rate Term Loan shall automatically, on the last day of the current Interest Period for such Term Loan, convert into a Base Rate Term Loan Loan, and the obligations of the Lenders to make Eurocurrency Rate Term Loans Loans, or to convert Base Rate Term Loans into Eurocurrency Rate Term Loans denominated in Dollars, shall be suspended until the Administrative Agent shall notify the Borrower that the Required Class Lenders under the affected Term Loan Facility have determined that the -the circumstances causing such suspension no longer exist.

Interest Rate Unascertainable, Inadequate or Unfair. In the event that (i) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Eurodollar Rate then being is determined is to be fixed or (ii) the Required Class Lenders of the affected Term Loan Facility notify the Administrative Agent that the Eurocurrency Eurodollar Rate for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Term any Revolving Eurodollar Rate Loans for such Interest Period, the Administrative Agent shall forthwith promptly so notify the Borrower and the Lenders, whereupon the obligation of each affected Eurocurrency Rate Term Loan shall automatically, on the last day of the current Interest Period for such Term Loan, convert into a Base Rate Term Loan and the obligations of the Lenders Lender to make Eurocurrency Rate Term Loans or to convert Base continue Eurodollar Rate Term Loans into Eurocurrency Rate Term Loans shall be suspended as provided in clause (c) below until the Administrative Agent shall notify the Borrower that the Required Class Lenders under the affected Term Loan Facility have determined that the circumstances causing such suspension no longer exist. The Administrative Agent and the Lenders shall promptly so notify the Borrower once such circumstances no longer exist; provided that the Administrative Agent shall not be liable for any failure to give such notice.

Interest Rate Unascertainable, Inadequate or Unfair. In the event that (i) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Eurodollar Rate then being determined is to be fixed or (ii) the Required Class Requisite Lenders of the affected Term Loan Facility notify the Administrative Agent that the Eurocurrency Eurodollar Rate for any Interest Period will not adequately reflect the cost to the Revolving Credit Lenders of making or maintaining such Term Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Revolving Credit Lenders, whereupon each affected Eurocurrency Rate Term Eurodollar Loan shall automatically, on the last day of the current Interest Period for such Term Loan, convert into a Base Rate Term Loan and the obligations of the Revolving AMENDED AND RESTATED CREDIT AGREEMENT T▇▇▇▇ HEALTHCARE CORPORATION Credit Lenders to make Eurocurrency Eurodollar Rate Term Loans or to convert Base Rate Term Loans into Eurocurrency Eurodollar Rate Term Loans shall be suspended until the Administrative Agent shall notify the Borrower that the Required Class Requisite Lenders under the affected Term Loan Facility have determined that the circumstances causing such suspension no longer exist.

Interest Rate Unascertainable, Inadequate or Unfair. In the event that If (i) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Eurodollar Rate then being determined is to be fixed or (ii) the Required Class Requisite Term Lenders of the affected Term Loan Facility notify the Administrative Agent that the Eurocurrency Eurodollar Rate for any Interest Period will not adequately reflect the cost to the Term Lenders of making or maintaining such Term Loans for such Interest PeriodPeriod or calendar quarter, the Administrative Agent shall forthwith so notify the Term Borrower and the Term Lenders, whereupon each affected Eurocurrency Eurodollar Rate Term Loan shall automatically, on the last day of the current Interest Period for such Term Loan, convert into a Base Rate Term Loan and the obligations of the Term Lenders to make Eurocurrency Eurodollar Rate Term Loans or to convert Base Rate Term Loans into Eurocurrency Eurodollar Rate Term Loans shall be suspended until the Administrative Agent shall notify the Term Borrower that the Required Class Requisite Term Lenders under the affected Term Loan Facility have determined that the circumstances causing such suspension no longer exist, which notice shall be given promptly following such determination. Thereafter, the Term Borrower’s right to request, and the Term Lenders’ obligations, if any, to make Eurodollar Rate Loans shall be restored.

Interest Rate Unascertainable, Inadequate or Unfair. In the event that (i) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Eurodollar Rate then being determined is to be fixed or (ii) the Required Class Requisite Lenders of the affected Term Loan Facility notify the Administrative Agent that the Eurocurrency Eurodollar Rate for any Interest Period will not adequately reflect Term Loan Agreement Collective Brands Finance, Inc. the cost to the Lenders of making or maintaining such Term Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon each affected Eurocurrency Eurodollar Rate Term Loan shall automatically, on the last day of the current Interest Period for such Term Loan, convert into a Base Rate Term Loan and the obligations of the Lenders to make Eurocurrency Eurodollar Rate Term Loans or to convert Base Rate Term Loans into Eurocurrency Eurodollar Rate Term Loans shall be suspended until the Administrative Agent shall notify the Borrower that the Required Class Requisite Lenders under the affected Term Loan Facility have determined that the circumstances causing such suspension no longer exist.

Interest Rate Unascertainable, Inadequate or Unfair. In the event that that: (i) the any Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Eurodollar Rate then being determined is to be fixed fixed; or (ii) the Required Class Requisite Lenders of the affected Term Loan Facility notify the Agent Administrative Agents that the Eurocurrency Eurodollar Rate for any Interest Period will not adequately reflect the cost to the applicable Lenders of making or maintaining such Term Loans for such Interest Period, the applicable Administrative Agent shall forthwith so notify the Borrower and the applicable Lenders, whereupon each affected Eurocurrency Rate Term Eurodollar Loan shall will automatically, on the last day of the current Interest Period for such Term Loan, convert into a Base Rate Term Loan and the obligations of the applicable Lenders to make Eurocurrency Eurodollar Rate Term Loans or to convert Base Rate Term Loans into Eurocurrency Eurodollar Rate Term Loans shall be suspended until the applicable Administrative Agent shall notify the Borrower that the Required Class Requisite Revolving Credit Lenders under or the affected Requisite Term Loan Facility Lenders, as the case may be have determined that the circumstances causing such suspension no longer exist.

Interest Rate Unascertainable, Inadequate or Unfair. In the event that (i) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Eurodollar Rate then being determined is to be fixed or (ii) the Required Class Requisite Lenders of the affected Term Loan Facility notify the Administrative Agent that the Eurocurrency Eurodollar Rate for any Interest Period will not adequately reflect the cost to the Revolving Credit Lenders of making or maintaining such Term Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Revolving Credit Lenders, whereupon each affected Eurocurrency Rate Term Eurodollar Loan shall automatically, on the last day of the current Interest Period for such Term Loan, convert into a Base Rate Term Loan and the obligations of the Revolving AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION Credit Lenders to make Eurocurrency Eurodollar Rate Term Loans or to convert Base Rate Term Loans into Eurocurrency Eurodollar Rate Term Loans shall be suspended until the Administrative Agent shall notify the Borrower that the Required Class Requisite Lenders under the affected Term Loan Facility have determined that the circumstances causing such suspension no longer exist.

Interest Rate Unascertainable, Inadequate or Unfair. In the event that (i) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Adjusted Eurodollar Rate (or, as the case may be Adjusted Eurodollar Rate or Adjusted CD Rate), then being determined is to be fixed or (ii) the Required Class Requisite Lenders of the affected Term Loan Facility notify the Administrative Agent that the Eurocurrency Adjusted Eurodollar Rate (or, as the case may be, Eurodollar Rate or Adjusted CD Rate) for any Interest Period will not adequately reflect the cost to the Lenders and the Tranche B Investors of making or maintaining such Term Loans (or of making, maintaining or receiving the corresponding deposits evidenced by the Tranche B CDs) for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon each affected Eurocurrency Rate Term Eurodollar Loan shall automatically, on the last day of the current Interest Period for such Term Loan, convert into a Base Rate Term Loan and the obligations of the Lenders to make Eurocurrency Eurodollar Rate Term Loans or to convert Base Rate Term Loans into Eurocurrency Eurodollar Rate Term Loans shall be suspended until the Administrative Agent shall notify the Borrower that the Required Class Requisite Lenders under the affected Term Loan Facility have determined that the circumstances causing such suspension no longer exist.

Interest Rate Unascertainable, Inadequate or Unfair. In Subject to Section 2.14(c), in the event that (i) the Administrative Agent reasonably determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Rate RateTerm SOFR then being determined is to be fixed or (ii) the Required Class Requisite Lenders of the affected Term Loan Facility reasonably determine and notify the Administrative Agent that the Eurocurrency Rate RateTerm SOFR for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Term Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon each affected Eurocurrency Rate Term RateSOFR Loan shall automatically, on the last day of the current Interest Period for such Term Loan, convert into a Base Rate Term Loan Loan, and the obligations of the Lenders to make Eurocurrency Rate Term Loans RateSOFR Loans, or to convert Base Rate Term Loans into Eurocurrency Rate Term RateSOFR Loans denominated in Dollars, shall be suspended until the Administrative Agent shall notify the Borrower that the Required Class Lenders under the affected Term Loan Facility have determined that the -the circumstances causing such suspension no longer exist.

Interest Rate Unascertainable, Inadequate or Unfair. In the event that If (i) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Eurodollar Rate then being determined is to be fixed or (ii) the Required Class Requisite Lenders of the affected Term Loan Facility notify the Administrative Agent that the Eurocurrency Eurodollar Rate for any Interest Period (or, in respect of the Credit-Linked Deposit Return, the Initial Period or any calendar quarter) will not adequately reflect the cost to the Lenders and the Tranche B Investors of making or maintaining such Term Loans (or of making, maintaining or receiving the corresponding Credit-Linked Deposits) for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon each affected Eurocurrency Eurodollar Rate Term Loan shall automatically, on the last day of the current Interest Period for such Term Loan, convert into a Base Rate Term Loan and the obligations of the Lenders to make Eurocurrency Eurodollar Rate Term Loans or to convert Base Rate Term Loans into Eurocurrency Eurodollar Rate Term Loans shall be suspended until the Administrative Agent shall notify the Borrower that the Required Class Requisite Lenders under the affected Term Loan Facility have determined that the circumstances causing such suspension no longer exist, which notice shall be given promptly following such determination. Thereafter, the Borrower’s right to request, and the Lenders’ obligations, if any, to make Eurodollar Rate Loans shall be restored.

Interest Rate Unascertainable, Inadequate or Unfair. In the event that If (i) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Eurodollar Rate then being determined is to be fixed or (ii) the Required Class Requisite Lenders of the affected Term Loan Facility notify the Administrative Agent that the Eurocurrency Eurodollar Rate for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Term Loans for such Interest PeriodPeriod or calendar quarter, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon each affected Eurocurrency Eurodollar Rate Term Loan shall automatically, on the last day of the current Interest Period for such Term Loan, convert into a Base Rate Term Loan and the obligations of the Lenders to make Eurocurrency Eurodollar Rate Term Loans or to convert Base Rate Term Loans into Eurocurrency Eurodollar Rate Term Loans shall be suspended until the Administrative Agent shall notify the Borrower that the Required Class Requisite Lenders under the affected Term Loan Facility have determined that the circumstances causing such suspension no longer exist, which notice shall be given promptly following such determination. Thereafter, the Borrower’s right to request, and the Lenders’ obligations, if any, to make Eurodollar Rate Loans shall be restored.

Interest Rate Unascertainable, Inadequate or Unfair. In the event that that: (ix) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency LIBO Rate for any LIBO Rate Loan then being determined is to be fixed fixed; or (iiy) the Required Class Requisite Lenders of the affected Term Loan Facility notify the Administrative Agent that the Eurocurrency LIBO Rate for any Interest Period for any LIBO Rate Loan will not adequately reflect the cost to the Lenders of making or maintaining such Term Loans Loan for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon whereupon: each affected Eurocurrency LIBO Rate Term Loan shall will automatically, on the last day of the current Interest Period for such Term Loan, convert into a Base Rate Term Loan and the obligations of the Lenders to make Eurocurrency LIBO Rate Term Loans or to convert Base Rate Term Loans into Eurocurrency LIBO Rate Term Loans shall be suspended suspended; in any case until the Administrative Agent shall notify the Borrower that the Required Class Requisite Lenders under the affected Term Loan Facility have determined that the circumstances causing such suspension no longer exist.