INTEREST RATE NOT ASCERTAINABLE, ETC Clause Samples
The "Interest Rate Not Ascertainable" clause defines what happens if the agreed-upon interest rate for a loan or financial arrangement cannot be determined due to changes in market conditions, the unavailability of reference rates, or other disruptions. Typically, this clause outlines alternative methods for calculating the interest rate, such as using a substitute benchmark or negotiating a new rate between the parties. Its core practical function is to ensure continuity and certainty in financial agreements by providing a clear process for determining interest rates when standard mechanisms fail, thereby minimizing disputes and operational delays.
INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that the Administrative Agent shall have determined (which determination shall be made in good faith and, absent manifest error, shall be final, conclusive and binding upon all parties) that on any date for determining LIBOR for any Interest Period, by reason of any changes arising after the date of this Agreement affecting the London interbank market, or the Administrative Agent's position in such market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of LIBOR then, and in any such event, the Administrative Agent shall forthwith give notice (by telephone confirmed in writing) to Borrower and to the Lenders, of such determination and a summary of the basis for such determination. Until the Administrative Agent notifies Borrower that the circumstances giving rise to the suspension described herein no longer exist, the obligations of the Lenders to make or permit portions of the Loans to remain outstanding past the last day of the then current Interest Periods as Eurodollar Advances shall be suspended, and such affected Advances shall bear interest at the Base Rate (or at such other rate of interest per annum as Borrower and each of the Administrative Agent and the Lenders shall have agreed to in writing).
INTEREST RATE NOT ASCERTAINABLE, ETC. If, on or prior to the date for determining the Adjusted Eurodollar Rate in respect of the Interest Period for any Eurodollar Rate Advance, the Lender determines (which determination shall be conclusive and binding, absent error) that:
(a) deposits in dollars (in the applicable amount) are not being made available to the Lender in the relevant market for such Interest Period, or
(b) the Adjusted Eurodollar Rate will not adequately and fairly reflect the cost to the Lender of funding or maintaining Eurodollar Rate Advances for such Interest Period, the Lender shall forthwith give notice to the Borrower of such determination, whereupon the obligation of the Lender to make or continue, or to convert any Advances to, Eurodollar Rate Advances, as the case may be, shall be suspended until the Lender notifies the Borrower that the circumstances giving rise to such suspension no longer exist. While any such suspension continues, all further Advances by the Lender shall be made as Reference Rate Advances. No such suspension shall affect the interest rate then in effect during the applicable Interest Period for any Eurodollar Rate Advance outstanding at the time such suspension is imposed.
INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that the Administrative Agent shall have determined (which determination shall be reasonably exercised and shall, absent manifest error, be final, conclusive and binding upon all parties) that on any date for determining the Eurodollar Rate for any Interest Period, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, or any Lender's position in such market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar Rate, then, and in any such event, the Administrative Agent shall forthwith give notice (by telephone confirmed in writing) to the Company and to the Lenders of such determination. Until the Administrative Agent notifies the Company that the circumstances giving rise to the suspension described herein no longer exist, the obligations of the Lenders to make Eurodollar Loans shall be immediately suspended; any Borrowing of Eurodollar Loans that is requested (by continuation, conversion or otherwise) shall instead be made as a Borrowing of Base Rate Loans, and any outstanding Eurodollar Loan shall be converted, on the last day of the then current Interest Period applicable thereto, to a Base Rate Loan.
INTEREST RATE NOT ASCERTAINABLE, ETC. If, on or prior to the date for determining the Adjusted Eurodollar Rate in respect of the Interest Period, any Bank reasonably determines (which determination shall be conclusive and binding, absent error) that:
(a) deposits in dollars (in the applicable amount) are not being made available to such Bank in the relevant market for such Interest Period, or
(b) the Adjusted Eurodollar Rate will not adequately and fairly reflect the cost to such Bank of funding or maintaining Eurodollar Advances for such Interest Period, such Bank shall forthwith give notice to the Agent and the Company and the other Banks of such determination, whereupon the obligation of such Bank to make or continue, or to convert any Advances to, Eurodollar Advances shall be suspended until such Bank notifies the Company and the Agent that the circumstances giving rise to such suspension no longer exist. While any such suspension continues, all further Advances by such Bank shall be made as Reference Rate Advances. No such suspension shall affect the interest rate then in effect during the applicable Interest Period for any Eurodollar Advance outstanding at the time such suspension is imposed.
INTEREST RATE NOT ASCERTAINABLE, ETC. If, on or prior to the date ------------------------------------ for determining the Fixed Adjusted Eurodollar Rate in respect of the Interest Period for any requested Fixed Eurodollar Rate Advance, a Bank determines (which determination shall be conclusive and binding, absent manifest error) that:
(a) deposits in dollars (in the applicable amount) are not being made available to such Bank in the relevant market for such Interest Period, or
(b) the Fixed Adjusted Eurodollar Rate, as the case may be, will not adequately and fairly reflect the cost to such Bank of funding or maintaining Fixed Eurodollar Rate Advances, as the case may be, for such Interest Period, such Bank shall forthwith give notice to the Company and the Agent of such determination, whereupon the obligation of such Bank to make or continue, or to convert any Advances to, Fixed Eurodollar Rate Advances, as the case may be, shall be suspended until such Bank notifies the Company and the Agent that the circumstances giving rise to such suspension no longer exist. No such suspension shall affect the interest rate then in effect during the applicable Interest Period for any Fixed Eurodollar Rate Advance outstanding at the time such suspension is imposed.
INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that the Agent, in the case of LIBOR, shall have determined (which determination shall be made in good faith and, absent manifest error, shall be final, conclusive and binding upon all parties) that on any date for determining LIBOR for any Interest Period, by reason of any changes arising after the date of this Agreement affecting the London interbank market, or the Agent’s position in such markets, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of LIBOR then, and in any such event, the Agent shall forthwith give notice to the Borrower and to the Lenders of such determination and a summary of the basis for such determination. Until the Agent notifies the Borrower that the circumstances giving rise to the suspension described herein no longer exist, the obligations of the Lenders to make or permit portions of the Revolving Loans to remain outstanding past the last day of the then current Interest Periods as Eurodollar Advances, as the case may be, shall be suspended, and such affected Revolving Loans shall bear the same interest as Base Rate Advances.
INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that the Administrative Agent, in the case of the Adjusted LIBO Rate, shall have determined (which determination shall be made in good faith and, absent manifest error, shall be final, conclusive and binding upon all parties) that on any date for determining the Adjusted LIBO Rate for any Interest Period, by reason of any changes arising after the date of this Agreement affecting the London interbank market or the Administrative Agent's position in such market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Adjusted LIBO Rate then, and in any such event, the Administrative Agent shall forthwith give notice (by telephone confirmed in writing) to Borrower and to the Lenders of such determination and a summary of the basis for such determination. Until the Administrative Agent notifies Borrower that the circumstances giving rise to the suspension described herein no longer exist, the obligations of the Lenders to make or permit portions of the Revolving Loans to remain outstanding past the last day of the then current Interest Periods as Eurodollar Advances shall be suspended, and such affected Advances shall bear the same interest as Base Rate Advances.
INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that the Administrative Agent shall have determined (which determination shall be made in good faith and, absent manifest error, shall be final, conclusive and binding upon all parties) that on any date for determining LIBOR for any Interest Period, by reason of (a) (i) any changes arising after the date of this Agreement affecting the London interbank market or (ii) the Administrative Agent's position in such markets, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of LIBOR or (b) the interest rate for LIBOR Loans pursuant to the basis provided for in the definition of LIBOR does not adequately reflect the cost to the Lenders of making, funding or maintaining their LIBOR Loan for such Interest Period then and in any such event, the Administrative Agent shall forthwith give notice (by telephone confirmed in writing) to the Borrower Representative and to the Lenders of such determination and a summary of the basis for such determination. Until the Administrative Agent notifies the Borrower Representative that the circumstances giving rise to the suspension described herein no longer exist, (i) the obligations of the Lenders to permit portions of the Loans to remain outstanding as LIBOR Loans shall be suspended and (ii) (x) all such affected LIBOR Loans (other than Sterling Loans) shall bear the same interest as Base Rate Loans, and (y) all such affected Sterling Loans consisting of LIBOR Loans shall bear the same interest as Fourteen Day LIBOR Loans (or if the Fourteen Day LIBOR rate is not reflective of the cost to the Lenders of funding or maintaining any Loan from any reasonable source they may select, interest at the rate that reflects such cost, calculated by the Administrative Agent).
INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that Lender shall have reasonably determined (which determination shall, absent manifest error, be final, conclusive and binding on Borrower) that on any date for determining LIBOR, by reason of changes affecting the London interbank market, or Lender’s position therein, (a) deposits in U.S. dollars are not being offered to banks in the relevant interbank market for the applicable Interest Period of any LIBOR Advance or (b) adequate and fair means do not exist for ascertaining LIBOR, then in such event, Lender shall give telephonic or written notice to Borrower of such determination (to be confirmed promptly by reasonable evidence in writing from Lender, in the case of telephonic notice). Until Lender notifies Borrower that the circumstances giving rise to the suspension described herein no longer exist, Lender shall not be required to make or maintain any LIBOR Advances hereunder and shall make Prime Rate Advances instead.
INTEREST RATE NOT ASCERTAINABLE, ETC. If the Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that on any date for determining the Eurodollar Rate for any Interest Period, by reason of any circumstances affecting the interbank Eurodollar market generally, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Adjusted Eurodollar Rate, then, and in any such event, the Agent shall forthwith give notice (by telephone confirmed in writing) to the Borrower of such determination. Until the Agent notifies the Borrower that the circumstances giving rise to the suspension described herein no longer exist:
(i) any Advance made hereunder shall bear interest at the then applicable Alternate Rate; and
(ii) if any Advance affected is then outstanding, each such Advance shall immediately convert into an Advance bearing interest at the then applicable Alternate Rate with an Interest Period ending on the date on which the Interest Period applicable to the Advance affected expires.