Termination of LIBOR. BASED RATE; INCREASE IN LIBOR-BASED RATE; REDUCTION OF RETURN.
Termination of LIBOR. In the event that the LIBOR ceases to be made available or the supervisor for the administrator of the LIBOR or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which the LIBOR shall no longer be used for determining interest rates for loans, then the Borrower and the Agent shall enter into discussions with a view to determining a comparable successor or alternative interbank rate for deposits in US Dollars that is, at such time, broadly accepted as the prevailing market practice for syndicated leveraged loans of this type; provided that, if such alternative rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Upon the Borrower and the Agent agreeing on such a rate, the Borrower and the Lenders party hereto shall enter into documentation to amend the provisions of this Agreement to refer to such rate and make all other adjustments incidental thereto, provided that no fee shall then be payable by the Borrower to the Agent and the Lenders in connection with such amendment. The parties hereto agree that such amendment shall require the consent of the Majority Lenders, notwithstanding anything contrary set forth in Sections 18.14 and 18.15. Until an alternative rate of interest shall be determined in accordance with this Section 1.6, any Notice of Borrowing or notice of conversion requesting to convert or continue any Advance as a Libor Advance shall be ineffective and the Borrower shall be deemed to have chosen to have the interest on the amount of such Advance calculated on the US Base Rate Basis.”
Termination of LIBOR. BASED RATE AND YIELD PROTECTION
Termination of LIBOR. Bank shall have the right to terminate any Term Rate Period and the Term LIBOR Rate applicable thereto, prior to maturity of such Term Rate Period (without any prepayment penalty payable by Borrowers as a result of such termination), if Bank determines in good faith (which determination shall be conclusive) that continuance of such interest rate has been made unlawful by any law, statute, rule or regulation, to which Bank may be subject, in which event the principal to which such terminated Term Rate Period relates thereafter shall earn interest at the Term Base Rate.
Termination of LIBOR. BASED RATE AND YIELD PROTECTION ----------------------------------------------------
Termination of LIBOR. Based Rate; Increase in LIBOR-Based Rate; Reduction of Return...................... 19 SECTION 3.6 Compensation............................................... 21 ARTICLE 4 REPRESENTATIONS AND WARRANTIES
Termination of LIBOR. Notwithstanding anything to the contrary in this Agreement or any other Credit Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Majority Lenders under the Revolving Facility notify the Administrative Agent (with, in the case of the Majority Lenders under the Revolving Facility, a copy to the Borrower) that the Borrower or Majority Lenders under the Revolving Facility (as applicable) have determined, that:
Termination of LIBOR. Advances (1) If at any time a Lender determines, acting reasonably, (which determination will be conclusive and binding on the Borrowers) that: (a) the LIBO Rate does not adequately reflect the effective cost to the Lender of making or maintaining a LIBOR Advance; or (b) it cannot readily obtain or retain funds in the London interbank market in order to fund or maintain any LIBOR Advance for a LIBOR Interest Period selected by a Borrower or cannot otherwise perform its obligations hereunder with respect to any LIBOR Advance for any such period; then the Lender will inform the Agent and upon at least four Business Days written notice by the Agent to such Borrower, and (c) the right of a Borrower to request LIBOR Advances for such period from that Lender will be and remain suspended until the Agent notifies such Borrower that any condition causing such determination no longer exists; and (d) if the Lender is prevented from maintaining a LIBOR Advance, the applicable Borrower will, at its option, either repay the LIBOR Advance to that Lender or convert the LIBOR Advance into other forms of Advance which are permitted by this Agreement, and the Borrowers will be responsible for any loss or expense
Termination of LIBOR. Based Rate; Increase in LIBOR-Based Rate; Reduction of Return. . . . . . . . . .. . . . . . . . 19 SECTION 3.6 Compensation . . . . . . . . . . . . . . . 20
Termination of LIBOR. Advances (1) If at any time a Lender determines, acting reasonably, (which determination will be conclusive and binding on the Borrowers) that: (a) the LIBO Rate does not adequately reflect the effective cost to the Lender of making or maintaining a LIBOR Advance; or (b) it cannot readily obtain or retain funds in the London interbank market in order to fund or maintain any LIBOR Advance for a LIBOR Interest Period selected by a Borrower or cannot otherwise perform its obligations hereunder with respect to any LIBOR Advance for any such period; then the Lender will inform the Agent and upon at least four Business Days written notice by the Agent to such Borrower, and (c) the right of a Borrower to request LIBOR Advances for such period from that Lender will be and remain suspended until the Agent notifies such Borrower that any condition causing such determination no longer exists; and MT DOCS 20559199v11 - 59 - (d) if the Lender is prevented from maintaining a LIBOR Advance, the applicable Borrower will, at its option, either repay the LIBOR Advance to that Lender or convert the LIBOR Advance into other forms of Advance which are permitted by this Agreement, and the Borrowers will be responsible for any loss or expense that the Lender incurs as a result, including Breakage Costs, if the Lender is prevented from maintaining a LIBOR Advance. (2) If at any time the Agent determines that the LIBO Rate is not determinable pursuant to clause (a) or (b) in the definition of “LIBO Rate”, the Agent will so notify the Borrowers, and the right of the Borrowers to request LIBOR Advances for such period will be and remain suspended until the Agent notifies the Borrowers that any condition causing such determination no longer exists. 2.15 LIBOR Discontinuation (1) If the Agent determines (which determination shall be conclusive absent manifest error), or the Borrowers or the Majority Lenders notify the Agent that the Borrowers or the Majority Lenders (as applicable) have determined that: (a) adequate and reasonable means do not exist for ascertaining LIBO Rate, including because the “LIBOR01 Page” of Xxxxxx Money Rates Service (or any successor source from time to time for such rate) (the “ LIBOR Screen Rate ”) is not available or published on a current basis for the applicable period and such circumstances are unlikely to be temporary; (b) the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the administration of the LIBOR Scr...
