Substitute Basis. If, on or prior to the first day of any Interest Period (an "Affected Interest Period"):
Substitute Basis. 9.1 If the Lender determines (which determination shall be conclusive) that:
Substitute Basis. 7.1 If a Bank determines (which determination shall be conclusive) that-
Substitute Basis. In the event that on any date (i) any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto) that the making, maintaining, converting to or continuation of its LIBO Rate Loans has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) the Lender determines (which determination shall be final and conclusive and binding upon all parties hereto) that the making, maintaining, converting to or continuation of its LIBO Rate Loans has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of the Lender in that market, then, and in any such event, the Lender shall on that day give notice (by e-mail or by telephone confirmed in writing) to the Borrower of such determination. If the Lender makes such a determination, then (1) the obligation of the Lender to make Loans as, or to convert Loans to, LIBO Rate Loans shall be suspended until such notice shall be withdrawn by the Lender, (2) to the extent such determination by the Lender relates to a LIBO Rate Loan then being requested by the Borrower pursuant to a Notice of Borrowing or a Continuation Notice, the Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (3) the Lender’s obligations to maintain its outstanding LIBO Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by the Lender as described above relates to a LIBO Rate Loan then being requested by the Borrower pursuant to a Notice of Borrowing or a Continuation Notice, the DELAYED DRAW TERM LOAN CREDIT AGREEMENT Borrower shall have the option to rescind such Notice of Borrowing or Continuation Notice as to all Lenders by giving written or telephonic notice (promptly confirmed by delivery of written notice thereof) to the Lender of such resci...
Substitute Basis. If, on or before the first day of any Interest Period (an “Affected Interest Period”), the Majority Lenders determine and notify the Administrative Agent that the LIBO Rate for such Affected Interest Period will not be adequate to cover the cost to such Lenders of making or maintaining their Loans for such Affected Interest Period, then: (a) the Administrative Agent (as instructed by the Majority Lenders) and the Borrower shall negotiate in good faith to determine a mutually agreeable substitute rate of interest applicable to the affected Loans during the Affected Interest Period (it being understood that each affected Lender must consent to such substitute interest rate) and (b) if no agreement can be so reached by the tenth Business Day of the Affected Interest Period, then each affected Lender shall determine (and shall certify from time to time in a certificate delivered by such Lender to the Administrative Agent setting forth in reasonable detail the basis of the computation of such amount), which determination shall be made in a commercially reasonable manner, the substitute rate basis reflecting the cost to such Lender of funding its Loan for the Affected Interest Period, and such substitute rate basis (the “Substitute Rate”) shall be binding upon the Borrower and shall apply in lieu of the LIBO Rate for such Interest Period in the absence of manifest error and the Loans shall bear interest from the first day following the expiration of the negotiation period at the Substitute Rate plus the Applicable Margin.
Substitute Basis. 9.01 If the Lender determines (which determination - in the absence of manifest error - shall be conclusive) that:
Substitute Basis. After any notification under Clause 13.2 (Market disruption) the relevant Loan shall not be made. However, within five (5) Business Days of receipt of the notification, the Borrower and the Facility Agent shall enter into negotiations for a period of not more than thirty (30) days with a view to agreeing a substitute basis for determining the rate of interest and/or funding applicable to that Loan and (to the extent required) any future Loan. Any substitute basis agreed shall, with the prior consent of all the Banks, be binding on all the Parties.
Substitute Basis. (i) During the 30 day period following the date of any such notice given pursuant to Section 2.12 (b) or (d) in relation to Eurocurrency Rate Loans (the “Negotiation Period”), the Administrative Agent (on behalf of the Lenders) and the Borrower will negotiate in good faith for the purpose of agreeing upon an alternative, mutually acceptable basis (the “Substitute Basis”) for determining the rate of interest to be applicable to such Loan, and any other amounts hereunder not paid when due, in lieu of the Eurocurrency Rate, and if at the expiry of the Negotiation Period the Administrative Agent (with the consent of the Lenders) and the Borrower have agreed upon a Substitute Basis and any required approvals of any Governmental Authority therefor have been obtained, the Substitute Basis in lieu of the applicable Eurocurrency Rate plus the Applicable Margin shall take effect from such date (including such retroactive date) as the Administrative Agent (with the consent of the Lenders) and the Borrower may in such circumstance agree.
Substitute Basis. During the 30 days following the giving of a Market Disruption Notice, the Affected Advance will be made and the Facility Agent and the Parent will negotiate in good faith in order to agree on a mutually acceptable substitute basis for calculating the interest payable on the relevant Affected Advance. If a substitute basis is agreed within that period, then it shall apply in accordance with its terms (and may be retrospective to the beginning of the relevant Interest Period). The Facility Agent will not agree a substitute basis under this clause 9.2 without first obtaining the approval of the Lenders.
