Common use of Suspension of LIBOR Rate Loans Clause in Contracts

Suspension of LIBOR Rate Loans. Except with respect to a Benchmark Transition Event or Early Opt-In Election, in the event that, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent shall determine that adequate and reasonable methods do not exist for ascertaining LIBOR for such Interest Period, or the Agent shall reasonably determine that LIBOR will not accurately and fairly reflect the cost of the Lenders making or maintaining LIBOR Rate Loans for such Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders absent manifest error) to the Borrower and the Lenders. In such event (a) any Loan Request with respect to a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan and (b) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period applicable thereto, become a Base Rate Loan, and the obligations of the Lenders to make LIBOR Rate Loans shall be suspended until the Agent determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall so notify the Borrower and the Lenders. Notwithstanding the foregoing, if the Agent has made the determination described in the first paragraph of this §4.6, the Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the impacted Loans, in which case, such alternative rate of interest shall apply with respect to the impacted Loans until (1) the Agent revokes the notice delivered with respect to the impacted Loans under the first sentence of this section, (2) the Agent and or the affected Lenders notify the Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Agent and the Borrower written notice thereof.

Suspension of LIBOR Rate Loans. Except with respect to a Benchmark Transition Event or Early Opt-In Election, in the event that, prior to the commencement of any Interest Period relating to any LIBOR Rate LoanLoan of any Currency, the Agent shall determine that adequate and reasonable methods do not exist for ascertaining LIBOR with respect to borrowings of such Currency for such Interest Period, or the Agent shall reasonably determine that LIBOR with respect to borrowings of such Currency will not accurately and fairly reflect the cost of the Lenders making or maintaining LIBOR Rate Loans of such Currency for such Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders absent manifest error) to the Borrower and the Lenders. In such event (a) any Loan Request with respect to a LIBOR Rate Loan of such affected Currency shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan and Loan, (b) if such event relates to LIBOR Rate borrowings denominated in Dollars, each LIBOR Rate Loan denominated in Dollars will automatically, on the last day of the then current Interest Period applicable thereto, become a Base Rate Loan, and (c) if such event relates to LIBOR Rate borrowings denominated in any Alternative Currency, each LIBOR Rate Loan denominated in such Alternative Currency will automatically, on the last day of the then current Interest Period applicable thereto, become an Alternate Rate Loan, and the obligations of the Lenders to make LIBOR Rate Loans of such Currency shall be suspended until the Agent determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall so notify the Borrower and the Lenders. Notwithstanding ; provided that, for the foregoingavoidance of doubt, if the Agent has made circumstances giving rise to the determination described notice referenced above affect only the LIBOR Rate with respect to borrowings denominated in a single Currency, the first paragraph provisions of this §4.6, the Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the impacted Loans, in which case, such alternative rate of interest 4.5 shall apply with respect only to the impacted LIBOR Rate borrowings denominated in such Currency, and borrowings of LIBOR Rate Loans until (1) the Agent revokes the notice delivered with respect to the impacted Loans under the first sentence of this section, (2) the Agent and or the affected Lenders notify the Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Agent and the Borrower written notice thereofdenominated in other Currencies shall be permitted.

Suspension of LIBOR Rate Loans. Except with respect to a Benchmark Transition Event or Early Opt-In Election, in the event that, prior to the commencement of any Interest Period relating to any LIBOR Rate LoanLoan or any Currency, the Agent shall determine that adequate and reasonable methods do not exist for ascertaining LIBOR with respect to borrowings of such Currency for such Interest Period, or that deposits (whether denominated in Dollars or an Alternative Currency) are not being offered to banks in the London or other applicable interbank market, or the Agent shall reasonably determine that LIBOR with respect to borrowings of such Currency will not accurately and fairly reflect the cost of the Lenders making or maintaining LIBOR Rate Loans of such Currency for such Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders absent manifest error) to the Borrower and the Lenders. In such event (a) any Loan Request with respect to a LIBOR Rate Loan of such affected Currency shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan or Alternate Rate Loan, as applicable, and (b) if such event relates to LIBOR Rate borrowings denominated in Dollars, each LIBOR Rate Loan denominated in Dollars will automatically, on the last day of the then current Interest Period applicable thereto, become a Base Rate Loan, and (c) if such event relates to LIBOR Rate borrowings denominated in any Alternative Currency, each LIBOR Rate Loan denominated in such Alternative Currency will automatically, on the last day of the then current Interest Period applicable thereto, become an Alternate Rate Loan, and the obligations of the Lenders to make LIBOR Rate Loans of such Currency shall be suspended until the Agent determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall so notify the Borrower and the Lenders. Notwithstanding ; provided that, for the foregoingavoidance of doubt, if the Agent has made circumstances giving rise to the determination described notice referenced above affect only the LIBOR Rate with respect to borrowings denominated in a single Currency, the first paragraph provisions of this §4.6, the Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the impacted Loans, in which case, such alternative rate of interest 4.6 shall apply with respect only to the impacted LIBOR Rate borrowings denominated in such Currency, and borrowings of LIBOR Rate Loans until (1) the Agent revokes the notice delivered with respect to the impacted Loans under the first sentence of this section, (2) the Agent and or the affected Lenders notify the Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Agent and the Borrower written notice thereofdenominated in other Currencies shall be permitted.

Suspension of LIBOR Rate Loans. Except with respect to a Benchmark Transition Event or Early Opt-In Election, in the event that, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent shall determine that adequate and reasonable methods do not exist for ascertaining LIBOR for such Interest Period, or the Agent shall reasonably determine that LIBOR will not accurately and fairly reflect the cost of the Lenders making or maintaining LIBOR Rate Loans for such Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders absent manifest error) to the Borrower and the Lenders. In such event (a) any Loan Request with respect to a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan and (b) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period applicable thereto, become a Base Rate Loan, and the obligations of the Lenders to make LIBOR Rate Loans shall be suspended until the Agent determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall so notify the Borrower and the Lenders. Notwithstanding the foregoing, if the Agent has made the determination described in the first paragraph of this §4.6, the Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the impacted Loans, in which case, such alternative rate of interest shall apply with respect to the impacted Loans until (1) the Agent revokes the notice delivered with respect to the impacted Loans under the first sentence of this section, (2) the Agent and or the affected Lenders notify the Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Agent and the Borrower written notice thereof. If at any time the Agent determines (which determination shall be conclusive absent manifest error) or the Required Lenders or the Borrower notify the Agent that either (i) the circumstances set forth in the first paragraph of this §4.6 have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in the first paragraph of this §4.6 have not arisen but the supervisor for the administrator of LIBOR or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans or (iii) syndicated credit facilities currently being executed, or that include language similar to that contained in this §4.6, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR (in the case of either such clause (i), (ii) or (iii), an "Alternative Interest Rate Election Event"), the Agent and the Borrower shall negotiate in good faith and endeavor to establish an alternate rate of interest to LIBOR which rate may include adjustment (to be determined from time to time by Agent, in its sole discretion) to effect an aggregate interest rate comparable to the LIBOR Rate on a historical basis prior to such determination, and that gives due consideration to the then prevailing market convention for determining a rate of interest for similar dollar-denominated syndicated credit facilities in the United States at such time, and shall, notwithstanding anything to the contrary contained herein, 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. Such amendment shall become effective without any further action or consent of any other party to this Agreement (other than the Agent and the Borrower) so long as the Agent shall not have received, within five (5) Business Days after the date a copy of the amendment is provided to the Lenders, a written notice from Lenders comprising the Required Lenders stating that they object to such amendment. To the extent an alternate rate of interest is adopted as contemplated hereby, the approved rate shall be applied in a manner consistent with prevailing market convention; provided that, to the extent such prevailing market convention is not administratively feasible for the Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Agent and the Borrower. From such time as an Alternative Interest Rate Election Event has occurred and continuing until an alternate rate of interest has been determined in accordance with the terms and conditions of this paragraph, (x) any Conversion/Continuation Request that requests the conversion of any Loan to, or continuation of any Loan as, a LIBOR Rate Loan shall be ineffective, and (y) if any Borrower requests a LIBOR Rate Loan, such Loan shall be made as a Base Rate Loan; provided that (subject to the first paragraph of this §4.6) LIBOR for such Interest Period is not available or published at such time on a current basis; provided, further, 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.