LIBOR Replacement. Notwithstanding anything to the contrary in this Agreement or any other Facility Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Managing Agents notify the Administrative Agent (with, in the case of the Managing Agents, a copy to Borrower) that the Borrower or the Managing Agents (as applicable) have determined, that:
LIBOR Replacement. Effective as of the Agreement Date, each reference to the Initial Lender (including as “lender”, “bank”, “lending party” or similar role thereunder) in any provision in any Loan Document (other than this Agreement) that permits such Initial Lender, in its discretion, to select an alternate rate of interest and a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the London interbank offered rate shall be deemed to allow the Administrative Agent to make such selection (with the consent of, or together with, the Borrower, if required pursuant to any Loan Document) provided that the Administrative Agent has not received, by 5:00 p.m. (New York time) on the fifth (5th) Business Day after the notice of such replacement is provided to Lenders, written notice of objection to such selections from Lenders comprising the Required Lenders.
LIBOR Replacement. If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 2.6A have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 2.6A have not arisen but the supervisor for the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to LIBOR that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin). Notwithstanding anything to the contrary in Section 8.5, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days after the date written notice of such alternate rate of interest is provided to the Lenders, a written notice from the Requisite Lenders stating that such Requisite Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this Section 2.6C (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.6C, only to the extent the LIBOR Screen Rate and/or such Interest Period is not available or published at such time on a current basis), (x) any Conversion/Continuation Notice that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBOR Loan shall be ineffective and (y) if any Notice of Borrowing requests a Borrowing of a LIBOR Loan, such Borrowing shall be made as a Borrowing of a Base Rate Loan; provided, that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.
LIBOR Replacement. If at any time (i) the Agent determines (which determination shall be conclusive absent manifest error) or the Required Financial Institutions notify the Agent that adequate and reasonable means do not exist for ascertaining the LIBO Rate (including, without limitation, because the LIBO Rate is not available or published on a current basis) and such circumstances are unlikely to be temporary, (ii) the supervisor for the administrator of the LIBO Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which the LIBO Rate shall no longer be used for determining interest rates for loans, or (iii) the administrator of the LIBO Rate has made a public statement identifying a specific date after which LIBO Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the Eurocurrency Screen Rate), then the Agent, the Servicer and the Seller shall endeavor to establish an alternate rate and make adjustments to the applicable margins (collectively, the “Replacement Rate”) to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest, adjustments to applicable margins and such other related changes to this Agreement as may be applicable. Notwithstanding If any Purchaser determines that any change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Purchaser or its applicable lending office to make, maintain or fund Purchases whose interest is determined by reference to SOFR, the Term SOFR Reference Rate, or Daily One Month Term SOFR, or to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate, or Daily One Month Term SOFR, then, upon notice thereof by such Purchaser to the Seller (through the Agent), (a) any obligation of the Purchasers to make Daily One Month Term SOFR Capital, and any right of the Seller to continue Daily One Month Term SOFR Capital or to convert Base Rate Capital to Daily One Month Term SOFR Capital, shall be suspended, and (b) the interest rate on which Base Rate Capital shall, if necessary to avoid such illegality, be determined by the Agent without reference to clause (b) of the definition of “Base Rate”, i...
LIBOR Replacement. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Agent determines (which determination shall be conclusive absent manifest error), or the Lenders notify the Agent (with a copy to the Borrower) that the Required Lenders have determined, that:
LIBOR Replacement. The interest rate on Eurodollar Loans is determined by reference to the LIBO Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 2.13 of this Agreement, such Section 2.13 provides a mechanism for determining an alternative rate of interest. The Administrative Agent will notify the Borrower, pursuant to Section 2.13, in advance of any change to the reference rate upon which the interest rate on Eurodollar Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBO Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 2.13, will be similar to, or produce the same value or economic equivalence of, the LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.
LIBOR Replacement. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Borrower notifies the Administrative Agent that, in its determination:
LIBOR Replacement. If the Lender determines in good faith (which determination shall be conclusive, absent manifest error) that: (1) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining LIBOR; (2) LIBOR does not accurately reflect the cost to the Lender of the Loan; or (c) a Regulatory Change (as hereinafter defined) shall, in the reasonable determination of the Lender, make it unlawful or commercially unreasonable for the Lender to use LIBOR as the index for purposes of determining the Interest Rate, then: (i) LIBOR shall be replaced with an alternative or successor rate or index chosen by the Lender in its reasonable discretion; and (ii) the Margin may also be adjusted by Lender in its reasonable discretion, giving due consideration to market convention for determining rates of interest on comparable loans. “Regulatory Change” shall mean a change in any applicable law, treaty, rule, regulation or guideline, or the interpretation or administration thereof, by the administrator of the relevant benchmark or its regulatory supervisor, any governmental authority, central bank or other fiscal, monetary or other authority having jurisdiction over Lender or its lending office.
LIBOR Replacement. Notwithstanding anything to the contrary in this Agreement:
LIBOR Replacement. Upon the occurrence of a LIBOR Replacement Date, the Benchmark Replacement will replace USD LIBOR for all purposes hereunder and under any other Loan Document in respect of any setting of USD LIBOR on such LIBOR Replacement Date and for all subsequent settings of USD LIBOR without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document. For Loans denominated in Dollars, if the Benchmark Replacement is Daily Simple SOFR, all interest payments on such Loans will be payable on a quarterly basis.
