Successor LIBOR Rate. A. If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (A) the circumstances set forth in clause (c)(i)(A) have arisen and such circumstances are unlikely to be temporary, (B) the applicable supervisor or administrator of the LIBOR Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Rate shall no longer be made available or used for determining interest rates for loans (such specific date, the “LIBOR Scheduled Unavailability Date”), or (C) a rate other than the LIBOR Rate has become a widely recognized benchmark interest rate for newly originated loans of this type made in Dollars to borrowers domiciled in the United States, then the Administrative Agent may, in consultation with the Borrowers, select an alternate benchmark interest rate (including any credit spread or other adjustments to such alternate benchmark (if any) incorporated therein) to replace the LIBOR Rate for purposes of this Agreement (such rate, the “LIBOR Successor Rate”).
Successor LIBOR Rate. (i) If at any time the Administrative Agent determines in good faith (which determination shall be conclusive absent manifest error) that a LIBOR Discontinuance Event has occurred, then, at or promptly after the LIBOR Discontinuance Event Time, the Administrative Agent and Borrower shall endeavor to establish an alternate benchmark rate to replace LIBOR under this Agreement, together with any spread or adjustment to be applied to such alternate benchmark rate to account for the effects of transition from LIBOR to such alternate benchmark rate, giving due consideration to the then prevailing market convention for determining a rate of interest (including the application of a spread and the making of other appropriate adjustments to such alternate benchmark rate and this Agreement to account for the effects of transition from LIBOR to such replacement benchmark, including any changes necessary to reflect the available interest periods and timing for determining such alternate benchmark rate) for syndicated leveraged loans of this type in the United States at such time and any recommendations (if any) therefor by a Relevant Governmental Sponsor, provided that any such alternate benchmark rate and adjustments shall be required to be commercially practicable for the Administrative Agent to administer (as determined by the Administrative Agent in its sole discretion) (any such rate, the “Successor LIBOR Rate”).
Successor LIBOR Rate. (a) If the Agent determines (which determination shall be final and conclusive, absent manifest error) that either (a) (i) the circumstances set forth in §4.5 with respect to borrowings of any Currency have arisen and are unlikely to be temporary, or (ii) the circumstances set forth in §4.5 have not arisen with respect to borrowings of any Currency but the applicable supervisor or administrator (if any) of LIBOR with respect to borrowings of such Currency or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying the specific date after which LIBOR with respect to borrowings of such Currency shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (b) a rate other than LIBOR has become a widely recognized benchmark rate for newly originated floating rate commercial real estate loans in such Currency in the U.S. market, then the Agent and the Borrower may endeavor to establish a replacement index for LIBOR with respect to borrowings in such Currency, and make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, to the extent practicable, the all-in interest rate based on the replacement index will be substantially equivalent to the all-in LIBOR based interest rate with respect to borrowings in such Currency in effect prior to its replacement. Notwithstanding the foregoing or anything to the contrary contained herein, if (i) the Borrower, in the exercise of its reasonable judgment, does not agree to the replacement index as notified by the Agent to the Borrower or (ii) the Agent and the Borrower cannot reasonably agree on an alternate rate, then in either such case, the Borrower shall have the option to repay the debt in full (or to repay in full all Loans made in the applicable Currency with respect to which such replacement index and alternate rate would apply), without any prepayment penalty.
Successor LIBOR Rate. (a) If the Agent determines (which determination shall be final and conclusive, absent manifest error) that either (a) (i) the circumstances set forth in §4.5 have arisen and are unlikely to be temporary, or (ii) the circumstances set forth in §4.5 have not arisen but the applicable supervisor or administrator (if any) of LIBOR or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying the specific date after which LIBOR shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (b) a rate other than LIBOR has become a widely recognized benchmark rate for newly originated floating rate commercial real estate loans in Dollars in the U.S. market, then the Agent and the Borrower may endeavor to establish a replacement index for LIBOR, and make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, to the extent practicable, the all-in interest rate based on the replacement index will be substantially equivalent to the all-in LIBOR based interest rate in effect prior to its replacement. Notwithstanding the foregoing or anything to the contrary contained herein, if (i) the Borrower, in the exercise of its reasonable judgment, does not agree to the replacement index as notified by the Agent to the Borrower or (ii) the Agent and the Borrower cannot reasonably agree on an alternate rate, then in either such case, the Borrower shall have the option to repay the debt in full, without any prepayment penalty.
Successor LIBOR Rate. Solely with respect to any Libor Rate Loans, the following shall apply:
Successor LIBOR Rate. If, on any date of determination, the applicable Purchaser reasonably determines in good faith that LIBOR (for purposes of calculating the Discount Rate and Purchase Price, and any other calculations between such parties based on LIBOR) is not ascertainable and the inability to ascertain LIBOR is unlikely to be temporary, each such Person shall notify the other in writing (the occurrence of the foregoing conditions, a “Benchmark Discontinuation Event”) and LIBOR shall, for any related period thereafter, be an alternate benchmark floating term rate of interest established
Successor LIBOR Rate. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents (including Section 12.1), if the Agent determines (which determination shall be conclusive absent manifest error), or the Borrowers’ Agent or Required Lenders notify the Agent (with, in the case of the Required Lenders, a copy to Borrowers’ Agent) that the Borrowers’ Agent or Required Lenders (as applicable) have determined, that:
Successor LIBOR Rate. (a) If (x) the Administrative Agent determines in its commercially reasonable discretion that either (i) (A) the circumstances set forth in Section 4.04 have arisen and are unlikely to be temporary (such date, a “LIBOR Termination Date”) or (B) the applicable supervisor or administrator (if any) of the LIBOR Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying the specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans or (ii) a rate other than the LIBOR Rate has become a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market or (y) a LIBOR Discontinuance Date has occurred, then in each case, the Administrative Agent shall notify the Borrower, and the Administrative Agent and the Borrower shall endeavor to promptly choose a replacement index for the LIBOR Rate and make adjustments to applicable margins and related amendments to this Agreement as referred to in clauses (b) and (c) below such that, to the extent practicable, the all-in Interest Rate based on the replacement index will be as comparable as practicable, under the circumstances, to the all-in Interest Rate based on the LIBOR Rate in effect prior to its replacement (or if applicable, as in effect immediately prior to the conditions that gave rise to the need for its replacement).
Successor LIBOR Rate. (i) If at any time the Bank determines (which determination shall be conclusive absent manifest error) that (A) the circumstances set forth in clause (e) have arisen and such circumstances are unlikely to be temporary, (B) the applicable supervisor or administrator of the LIBOR Rate or a Governmental Authority having jurisdiction over the Bank has made a public statement identifying a specific date after which the LIBOR Rate shall no longer be made available or used for determining interest rates for loans (such specific date, the “LIBOR Scheduled Unavailability Date”), or (C) a rate other than the LIBOR Rate has become a widely recognized benchmark interest rate for newly originated loans of this type made in Dollars to borrowers domiciled in the United States, then the Bank may, in consultation with the Company, select an alternate benchmark interest rate (including any credit spread or other adjustments to such alternate benchmark (if any) incorporated therein) to replace the LIBOR Rate for purposes of this Credit Agreement (such rate, the “LIBOR Successor Rate”).
Successor LIBOR Rate. (a) Notwithstanding anything to the contrary in this Agreement, if the Agent determines (which determination shall be final, conclusive and binding upon the Borrower absent manifest error), or the Borrower or the Majority Lenders notify the Agent (with, in the case of the Majority Lenders, a copy to Borrower) that the Borrower or the Majority Lenders (as applicable) have determined, that:
