Alternative Reference Rate. If the Asset Manager determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any determination of the Benchmark on any date, then upon delivery of written notice by the Asset Manager to the Issuer, the Collateral Trustee (who shall forward such notice to the Holders of the Debt at the direction of the Asset Manager) and the Calculation Agent, the Alternative Reference Rate will replace the then-current Benchmark for all purposes relating to the transactions under this Indenture in respect of such determination on such date and all determinations on all subsequent dates. A supplemental indenture shall not be required in order to adopt an Alternative Reference Rate.
Alternative Reference Rate. (a) If for any reason in respect of any Funding Period only one or no rates are displayed on the LIBOR01 page of the Reuters screen for a term equivalent to that Funding Period or that page of the screen is not available, then the Reference Rate for that Funding Period shall be the simple average (rounded if necessary to the nearest five decimal places) of the rates quoted to the Lender by each of the Reference Banks as the rate at which that bank, at approximately 11.00 a.m. on the day on which the relevant LIBOR rates would otherwise have been displayed for the relevant value date, would offer prime banks in the London interbank market a deposit in a principal amount and term substantially equal to the principal amount and Funding Period of the relevant Segment.
(b) If in respect of a Segment:
(i) the Lender is unable to determine LIBOR for the relevant Funding Period by reason of the failure of at least two of the Reference Banks to supply the quotations necessary to enable such determination to be made; or
(ii) by reason of circumstances affecting the London interbank market, LIBOR materially differs from the Lender's cost of funding that Segment, then:
(iii) the Lender shall promptly give notice to the Borrower:
(iv) the Lender and the Borrower shall negotiate in good faith with a view to agreeing on a reasonably comparable reference rate for that Segment having regard, inter alia, to the rates (if any) at which the Reference Banks would offer prime banks in the London interbank market a deposit in a principal amount and term substantially equal to the principal amount and Funding Period of that Segment;
(v) if the Lender and the Borrower so agree within ten Business Days of the date of the notice referred to in paragraph (iii), then the Reference Rate applying retroactively to that Segment shall be the reference rate so agreed;
(vi) if the Lender and the Borrower fail so to agree, the Reference Rate applying retroactively in respect of that Segment shall be the rate that the Lender in its reasonable opinion immediately determines to be a rate which represents its cost of funding that Segment for the relevant Funding Period and the Lender shall notify the Borrower immediately of that rate; and
(vii) at any time within twenty Business Days after receiving a notice pursuant to paragraph (vi), the Borrower may, upon giving five Business Days' notice to the Lender, prepay that Segment together with accrued interest thereon and an amount (if any) which rea...
Alternative Reference Rate. In the event that during the seven (7) - day period prior to an INTEREST RATE SETTING DATE, the REFERENCE RATE cannot be determined for any reason or the difference between the REFERENCE RATE and the PHIBOR be equal or greater than 200 basis points, then the applicable interest rate for the INTEREST PERIOD shall be based on the ALTERNATIVE REFERENCE RATE plus the SPREAD.
