Changed Circumstances. (a) If the introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder to make Eurodollar Rate Loans or to fund or maintain Eurodollar Rate Loans hereunder, such Lender shall notify the Agent of such event and the Agent shall notify the Borrower of such event, and the right of the Borrower to select Eurodollar Rate Loans for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Agent shall notify the Borrower that the circumstances causing such suspension no longer exist, and the Borrower shall forthwith prepay in full all Eurodollar Rate Loans then outstanding and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the Borrower, within three Business Days after such notice from the Agent, requests the conversion of all Eurodollar Rate Loans then outstanding into Prime Rate Loans; PROVIDED, that if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, the Borrower shall also pay any amount due pursuant to SECTION 3.10. (b) If the Agent shall, at least one Business Day before the date of any requested Revolving Credit Loan or the effective date of any conversion or continuation of an existing Loan to be made or continued as or converted into a Eurodollar Rate Loan (each such requested Revolving Credit Loan made and Loan to be converted or continued, a PENDING LOAN), notify the Borrower that the Eurodollar Rate will not adequately reflect the cost to the Lenders of making or funding such Pending Loan as a Eurodollar Rate Loan or that the Interbank Offered Rate is not determinable from any interest rate reporting service of recognized standing, then the right of the Borrower to select Eurodollar Rate Loan for such Pending Loan, any subsequent Revolving Credit Loan or in connection with any subsequent conversion or continuation of any Loan shall be suspended until the Agent shall notify the Borrower that the circumstances causing such suspension no longer exist, and each Pending Loan and each such subsequent Loan requested to be made, continued or converted shall be made or continued as or converted into a Prime Rate Loan.
Appears in 2 contracts
Samples: Loan and Security Agreement (Burke Industries Inc /Ca/), Loan and Security Agreement (Burke Industries Inc /Ca/)
Changed Circumstances. (a) If the introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder to make Eurodollar Rate Loans or to fund or maintain Eurodollar Rate Loans hereunder, such Lender shall notify the Administrative Agent of such event and the Administrative Agent shall notify the Borrower Borrowers of such event, and the right of the Borrower Borrowers to select Eurodollar Rate Loans for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Administrative Agent shall notify the Borrower Borrowers that the circumstances causing such suspension no longer exist, and the Borrower Borrowers shall forthwith prepay in full all Eurodollar Rate Loans then outstanding and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the BorrowerBorrowers, within three Business Days after such notice from the Administrative Agent, requests request the conversion of all Eurodollar Rate Loans then outstanding into Prime Base Rate Loans; PROVIDED, that if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to such Eurodollar Rate LoanLoans, the Borrower Borrowers shall also pay any amount due pursuant to SECTION 3.104.10.
(b) If the Administrative Agent shall, at least one Business Day before the date of any requested Revolving Credit Loan Borrowing or the effective date of any conversion or continuation of an existing Loan to be made or continued as or converted into a Eurodollar Rate Loan (each such requested Revolving Credit Loan Borrowing made and Loan to be converted or continued, a PENDING LOAN"Pending Loan"), notify the Borrower Borrowers that the Eurodollar Rate will not adequately reflect the cost to the Lenders of making or funding such Pending Loan as a Eurodollar Rate Loan or that the Interbank Offered Rate is not determinable from any interest rate reporting service of recognized standing, then the right of the Borrower Borrowers to select Eurodollar Rate Loan for such Pending Loan, any subsequent Revolving Credit Loan or in connection with any subsequent conversion or continuation of any Loan shall be suspended until the Administrative Agent shall notify the Borrower Borrowers that the circumstances causing such suspension no longer exist, and each Pending Loan and each such subsequent Loan requested to be made, continued or converted shall be made or continued as or converted into a Prime Base Rate Loan.
Appears in 2 contracts
Samples: Loan and Security Agreement (American Tire Distributors Inc), Loan and Security Agreement (Heafner Tire Group Inc)
Changed Circumstances. (a) If the introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder to make Eurodollar Rate Loans Loan or to fund or maintain Eurodollar Rate Loans hereunder, such Lender shall notify the Administrative Agent of such event and the Administrative Agent shall notify the Borrower Borrowers of such event, and the right of the Borrower Borrowers to select a Eurodollar Rate Loans Loan for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Administrative Agent shall notify the Borrower Borrowers that the circumstances causing such suspension no longer exist, and the Borrower Borrowers shall forthwith prepay in full all Eurodollar Rate Revolving Credit Loans and, if on or prior to the Acquisition Facility Termination Date, each Eurodollar Rate Acquisition Loan then outstanding and shall convert each Eurodollar Rate Term Loan into a Base Rate Term Loan and, if after the Acquisition Facility Termination Date, shall convert each Eurodollar Rate Acquisition Loan into a Base Rate Acquisition Loan, and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the BorrowerBorrowers, within three Business Days after such notice from the Administrative Agent, requests request the conversion of all Eurodollar Rate Loans then outstanding into Prime Base Rate Loans; PROVIDED, that if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, the Borrower Borrowers shall also pay any amount due pursuant to SECTION 3.105.12.
(b) If the Administrative Agent shall, at least one Business Day before the date of any requested Revolving Credit Loan or the effective date of any conversion or continuation of an existing Loan to be made or continued as or converted into a Eurodollar Rate Loan (each such requested Revolving Credit Loan made and Loan to be converted or continued, a PENDING LOAN), notify the Borrower that the Eurodollar Rate will not adequately reflect the cost to the Lenders of making or funding such Pending Loan as a Eurodollar Rate Loan or that the Interbank Offered Rate is not determinable from any interest rate reporting service of recognized standing, then the right of the Borrower to select Eurodollar Rate Loan for such Pending Loan, any subsequent Revolving Credit Loan or in connection with any subsequent conversion or continuation of any Loan shall be suspended until the Agent shall notify the Borrower that the circumstances causing such suspension no longer exist, and each Pending Loan and each such subsequent Loan requested to be made, continued or converted shall be made or continued as or converted into a Prime Rate Loan.be
Appears in 2 contracts
Samples: Loan and Security Agreement (Winsloew Furniture Inc), Loan and Security Agreement (Winston Furniture Co of Alabama Inc)
Changed Circumstances. (a) If the introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder to make Eurodollar Rate Loans or to fund or maintain Eurodollar Rate Loans hereunder, such Lender shall notify the Agent of such event and the Agent shall notify the Borrower Borrowers of such event, and the right of the Borrower Borrowers to select Eurodollar Rate Loans Loan for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Agent shall notify the Borrower Borrowers that the circumstances causing such suspension no longer exist, and the Borrower Borrowers shall forthwith prepay in full all Eurodollar Rate Loans then outstanding and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the BorrowerBorrowers, within three Business Days after such notice 52 60 from the Agent, requests request the conversion of all Eurodollar Rate Loans then outstanding into Prime Base Rate Loans; PROVIDED, that if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to such Eurodollar Rate LoanLoans, the Borrower Borrowers shall also pay any amount due pursuant to SECTION 3.104.10.
(b) If the Agent shall, at least one Business Day before the date of any requested Revolving Credit Loan Borrowing or the effective date of any conversion or continuation of an existing Loan to be made or continued as or converted into a Eurodollar Rate Loan (each such requested Revolving Credit Loan Borrowing made and Loan to be converted or continued, a PENDING LOAN"Pending Loan"), notify the Borrower Borrowers that the Eurodollar Rate will not adequately reflect the cost to the Lenders of making or funding such Pending Loan as a Eurodollar Rate Loan or that the Interbank Offered Rate is not determinable from any interest rate reporting service of recognized standing, then the right of the Borrower Borrowers to select Eurodollar Rate Loan for such Pending Loan, any subsequent Revolving Credit Loan or in connection with any subsequent conversion or continuation of any Loan shall be suspended until the Agent shall notify the Borrower Borrowers that the circumstances causing such suspension no longer exist, and each Pending Loan and each such subsequent Loan requested to be made, continued or converted shall be made or continued as or converted into a Prime Base Rate Loan.
Appears in 1 contract
Changed Circumstances. (a) If the introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any Governmental Authority governmental authority asserts, after the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder to make Eurodollar Rate Loans or to fund or maintain Eurodollar Rate Loans hereunder, such Lender shall notify the Agent of such event and the Agent shall notify the Borrower of such event, and the right of the Borrower to select Eurodollar Rate Loans for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Agent shall notify the Borrower that the circumstances causing such suspension no longer exist, and the Borrower shall forthwith prepay in full all Eurodollar Rate Revolving Credit Loans then outstanding and shall convert each Eurodollar Rate Term Loan into a Prime Rate Term Loan, and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the Borrower, within three Business Days after such notice from the Agent, requests request the conversion of all Eurodollar Rate Loans then outstanding into Prime Rate Loans; PROVIDEDprovided, that if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, the Borrower shall also pay any amount due pursuant to SECTION 3.10Section 5.11.
(b) If the Agent shall, at least one Business Day before the date of any requested Revolving Credit Loan or the effective date of any conversion or continuation of an existing Loan to be made or continued as or converted into a Eurodollar Rate Loan (each such requested Revolving Credit Loan made and Loan to be converted or continued, a PENDING LOAN"Pending Loan"), notify the Borrower that the Eurodollar Rate will not adequately reflect the cost to the Lenders of making or funding such Pending Loan as a Eurodollar Rate Loan or that the Interbank Offered Rate is not determinable reasonably determinable, including from any interest rate reporting service of recognized standing, then the right of the Borrower to select Eurodollar Rate Loan Loans for such Pending Loan, any subsequent Revolving Credit Loan or in connection with any subsequent conversion or continuation of any Loan shall be suspended until the Agent shall notify the Borrower that the circumstances causing such suspension no longer exist, and each Pending Loan and each such subsequent Loan requested to be made, continued or converted shall be made or continued as or converted into a Prime Rate Loan.
(c) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Reserve Percentage) in or in the interpretation of, in each case after the date hereof, any law or regulation (except to the extent such introduction, change or interpretation affects taxes measured by net income or gross proceeds), or (ii) the compliance with a guideline or request (except to the extent such guideline or request affects taxes measured by net income or gross proceeds) from any central bank or other governmental authority (whether nor not having the force of law) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Loans (other than as separately provided for in Section 5.16(d)), then the Borrower shall from time to time, within 30 days after demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost.
(d) If (i) the adoption of or change in, after the date hereof, any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change, after the date hereof, in the interpretation or application thereof by any governmental authority charged with the interpretation or administration thereof, or (ii) compliance by such Lender with any guideline, request or directive, made or promulgated after the date hereof, of any such entity regarding capital adequacy (whether or not having the force of law) or increasing a requirement by such Lender to allocate capital resources to such Lender's Commitment to make Loans hereunder, has the effect of reducing the return on a Lender's capital as a consequence of its maintaining its Loans or commitment to make Loans hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming the full utilization of such Lender's capital immediately before such adoption, change or compliance) or if any change in law, regulation, treaty or official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law) subjects a Lender to any tax with respect to payments of principal or interest or any other amounts payable hereunder by the Borrower or otherwise with respect to the transactions contemplated hereby (except for taxes on the overall net income of such Lender imposed by the United States of America or any political subdivision thereof or any jurisdiction in which such Lender is organized or operates or any political subdivision thereof), in each case by any amount deemed by such Lender to be material, then such Lender shall promptly after its determination of such occurrence notify the Borrower and the Agent thereof. The Borrower agrees to pay to the Agent, for the account of such Lender, as an additional fee from time to time, within 30 days after demand by such Lender, such amount as such Lender certifies to be the amount that will compensate it for such reduction.
(e) Before giving any notice pursuant to Section 5.16(a) or making any demand pursuant to Section 5.16(c) or (d), each Lender agrees to use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different lending office if the making of such a designation would avoid the need for such notice or demand, or reduce the amount of such increased cost or reduction in return and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If circumstances subsequently change so that it is no longer unlawful for an affected Lender to make or maintain Eurodollar Rate Loans as contemplated hereunder, such Lender will, as soon as reasonably practicable after such Lender knows of such change in circumstances, notify the Borrower and the Agent, and upon receipt of such notice, the obligations of such Lender to make or continue Eurodollar Rate Loans shall be reinstated.
(f) Notwithstanding any other provision of this Section 5.16, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any.
(g) A certificate of any Lender claiming compensation under Section 5.16(c) or (d) shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder, and the method by which such amounts were determined. In determining such amount, a Lender may use any reasonable averaging and attribution methods.
Appears in 1 contract
Samples: Loan and Security Agreement (Ithaca Industries Inc)
Changed Circumstances. (a) Circumstances Affecting LIBOR Rate Availability. If the introduction of or with respect to ----------------------------------------------- any change in Interest Period:
(i) at least three (3) Lenders (or in any event the interpretation Required Lenders) advise the Administrative Agent that, by reason of circumstances affecting the foreign exchange and interbank markets generally, deposits in eurodollars, in the applicable amounts are not being quoted via Telerate Page 3750 or offered to such Lenders for such Interest Period, or
(ii) at least three (3) Lenders (or in each caseany event the Required Lenders) advise the Administrative Agent that the LIBOR Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their LIBOR Rate Loans for such Interest Period, after then the date hereof) any law or regulation makes it unlawfulAdministrative Agent shall forthwith give prompt written notice thereof to the Borrower and the Lenders. Thereafter, or any Governmental Authority assertsuntil the Administrative Agent notifies the Borrower that such circumstances no longer exist, after the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder obligation of the Lenders to make Eurodollar LIBOR Rate Loans or to fund or maintain Eurodollar Rate Loans hereunder, such Lender shall notify the Agent of such event and the Agent shall notify the Borrower of such event, and the right of the Borrower to select Eurodollar convert any Loan to or continue any Loan as a LIBOR Rate Loans for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Agent shall notify the Borrower that the circumstances causing such suspension no longer existsuspended, and the Borrower shall forthwith prepay repay in full all Eurodollar (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loans then outstanding and shall pay all together with accrued interest accrued thereon through the date of such prepayment or conversionthereon, unless the Borrower, within three Business Days after such notice from the Agent, requests the conversion of all Eurodollar Rate Loans then outstanding into Prime Rate Loans; PROVIDED, that if the date of such repayment or proposed conversion is not on the last day of the then current Interest Period applicable to such Eurodollar LIBOR Rate Loan, Loan or convert the then outstanding principal amount of each such LIBOR Rate Loan to a Base Rate Loan as of the last day of such Interest Period. Unless the Borrower shall also pay any amount due pursuant to SECTION 3.10.
(b) If notifies the Administrative Agent shall, at least one two Business Day Days before the date of any requested Revolving Credit Loan affected borrowing or the effective date of any conversion or continuation specified in any applicable Notice of an existing Loan Borrowing or Notice of Conversion/Continuation that they elect not to borrow or convert or continue Loans on the date specified therein, the Lenders shall make, convert or continue the Loans in the amount specified by the Borrower in the applicable notice, but such Loans shall be made made, converted or continued as or converted into a Eurodollar Base Rate Loan (each such requested Revolving Credit Loan made and Loan to be converted or continued, a PENDING LOAN), notify the Borrower that the Eurodollar Loans instead of LIBOR Rate will not adequately reflect the cost to the Lenders of making or funding such Pending Loan as a Eurodollar Rate Loan or that the Interbank Offered Rate is not determinable from any interest rate reporting service of recognized standing, then the right of the Borrower to select Eurodollar Rate Loan for such Pending Loan, any subsequent Revolving Credit Loan or in connection with any subsequent conversion or continuation of any Loan shall be suspended until the Agent shall notify the Borrower that the circumstances causing such suspension no longer exist, and each Pending Loan and each such subsequent Loan requested to be made, continued or converted shall be made or continued as or converted into a Prime Rate LoanLoans.
Appears in 1 contract
Samples: Credit Agreement (Commonwealth Telephone Enterprises Inc /New/)
Changed Circumstances. (a) If the introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder to make Eurodollar Rate Revolving Credit Loans or to fund or maintain Eurodollar Rate Revolving Credit Loans hereunder, such Lender shall notify the Agent of such event and the Agent shall notify the Borrower of such event, and the right of the Borrower to select Eurodollar Rate Revolving Credit Loans for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Agent shall notify the Borrower that the circumstances causing such suspension no longer exist, and the Borrower shall forthwith prepay in full all Eurodollar Rate Revolving Credit Loans then outstanding and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the Borrower, within three Business Days after such notice from the Agent, requests the conversion of all Eurodollar Rate Revolving Credit Loans then outstanding into Prime Base Rate Revolving Credit Loans; PROVIDED, that if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to such Eurodollar Rate LoanRevolving Credit Loans, the Borrower shall also pay any amount due pursuant to SECTION 3.104.12.
(b) If the Agent shall, at least one Business Day before the date of any requested Revolving Credit Loan or the effective date of any conversion or continuation of an existing Loan to be made or continued as or converted into a Eurodollar Rate Revolving Credit Loan (each such requested Revolving Credit Loan made and Loan to be converted or continued, a PENDING LOAN"Pending Loan"), notify the Borrower that the Eurodollar Rate will not adequately reflect the cost to the Lenders of making or funding such Pending Loan as a Eurodollar Rate Revolving Credit Loan or that the Interbank Offered Rate is not determinable from any interest rate reporting service of recognized standing, then the right of the Borrower to select the Eurodollar Rate Revolving Credit Loan for such Pending Loan, any subsequent Revolving Credit Loan or in connection with any subsequent conversion or continuation of any Loan shall be suspended until the Agent shall notify the Borrower that the circumstances causing such suspension no longer exist, and each Loan comprising each Pending Loan and each such subsequent Loan requested to be made, continued or converted shall be made or continued as or converted into a Prime Base Rate Revolving Credit Loan.
Appears in 1 contract
Changed Circumstances. (a) If Circumstances Affecting LIBOR Rate Availability, Daily Simple RFR, Term RFR and Alternative Currency Availability.
(i) Subject to clause (c) below, in connection with any RFR Loan or, on and after the introduction Dollar LIBOR Transition Date, any Base Rate Loan, a request therefor, a conversion to or a continuation thereof or otherwise, if for any reason (A) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that (x) if Daily Simple RFR is utilized in any calculations hereunder or under any other Loan Document with respect to any Obligations, interest, fees, commissions or other amounts, “Daily Simple RFR” cannot be determined pursuant to the definition thereof or (y) if Term RFR is utilized in any calculations hereunder or under any other Loan Document with respect to any Obligations, interest, fees, commissions or other amounts, “Term RFR” cannot be determined pursuant to the definition thereof on or prior to the first day of any Interest Period or any (B) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that a fundamental change in or has occurred in the interpretation foreign exchange markets with respect to an applicable Alternative Currency (including changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls), then the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, (A) any obligation of (the Lenders to make RFR Loans in each case, after the date hereof) any law or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder to make Eurodollar Rate Loans or to fund or maintain Eurodollar Rate Loans hereunder, such Lender shall notify the Agent of such event and the Agent shall notify the Borrower of such eventCurrency, and the any right of the Borrower to select Eurodollar convert any Loan in each such Currency (if applicable) or continue any Loan as an RFR Loan is each such Currency, shall be suspended (to the extent of the affected RFR Loans or, in the case of Term RFR Loans, the affected Interest Periods) until the Administrative Agent revokes such notice and (B) if such determination affects the calculation of Base Rate, the Administrative Agent shall during the period of such suspension compute Base Rate without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of RFR Loans in each such affected Currency (to the extent of the affected RFR Loans or, in the case of a Term RFR Loans, the affected Interest Periods) or, failing that, (I) in the case of any request for a borrowing of an affected RFR Loan in Dollars, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans in the amount specified therein and (II) in the case of any request for a borrowing of an affected RFR Loan in an Alternative Currency, then such request shall be ineffective and (B)(I) any subsequent outstanding affected RFR Loans denominated in Dollars will be deemed to have been converted into Base Rate Loans immediately or, in the case of Term RFR Loans, at the end of the applicable Interest Period and (II) any outstanding affected RFR Loans denominated in an Alternative Currency, at the Borrower’s election, shall either (1) be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Amount of such Alternative Currency) immediately or, in the case of Term RFR Loans, at the end of the applicable Interest Period or (2) be prepaid in connection full, together with any subsequent conversion accrued interest thereon (subject to Section 4.1(d)), immediately or, in the case of any Loan shall be suspended until Term RFR Loans, at the Agent shall notify end of the applicable Interest Period; provided that if no election is made by the Borrower that the circumstances causing such suspension no longer exist, and the Borrower shall forthwith prepay in full all Eurodollar Rate Loans then outstanding and shall pay all interest accrued thereon through by the date of such prepayment or conversion, unless the Borrower, within that is three (3) Business Days after receipt by the Borrower of such notice from or, in the Agentcase of Term RFR Loans, requests the conversion of all Eurodollar Rate Loans then outstanding into Prime Rate Loans; PROVIDED, that if the date of such repayment or proposed conversion is not the last day of the current Interest Period for the applicable RFR Loan, if earlier, the Borrower shall be deemed to have elected clause (1) above. Upon any such Eurodollar Rate Loanprepayment or conversion, the Borrower shall also pay any amount due additional amounts required pursuant to SECTION 3.10.Section 4.9:
(bii) If Subject to clause (c) below, if, for any reason (x) on or prior to the Agent shall, at least one Business Day before the date first day of any requested Revolving Credit Interest Period with respect to a LIBOR Rate Loan or (y) prior to the effective date Dollar LIBOR Transition Date, on any day with respect to a Base Rate Loan, in connection with a request therefor, a conversion to or a continuation thereof or otherwise, (A) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that deposits are not being offered to banks in the London or other applicable offshore interbank market for the applicable Currency, amount and Interest Period of any conversion or continuation of an existing Loan to be made or continued as or converted into a Eurodollar Rate such Loan (each such requested Revolving Credit Loan made and Loan or, with respect to be converted or continuedany Base Rate Loan, for a PENDING LOANone month term), notify (B) the Borrower Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that a fundamental change has occurred in the foreign exchange or interbank markets with respect to the applicable Alternative Currency (including changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls), (C) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the LIBOR Rate for such Currency and Interest Period or (D) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar LIBOR Rate will does not adequately and fairly reflect the cost to the such Lenders of making or funding maintaining such Pending Loan as a Eurodollar Rate Loan or that Loans during such Interest Period and shall have provided notice of such determination to the Interbank Offered Rate is not determinable from any interest rate reporting service of recognized standingAdministrative Agent, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (x) any obligation of the Lenders to make LIBOR Rate Loans in each such Currency, and any right of the Borrower to select Eurodollar convert any Loan in each such Currency (if applicable) or continue any Loan as a LIBOR Rate Loan for is each such Pending LoanCurrency (in each case, any subsequent Revolving Credit Loan to the extent of the affected LIBOR Rate Loans or in connection with any subsequent conversion or continuation of any Loan Interest Periods), shall be suspended until and (I) any outstanding affected LIBOR Rate Loans denominated in Dollars will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period and (II) any outstanding affected LIBOR Rate Loans denominated in an Alternative Currency, at the Borrower’s election, shall either (1) be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Amount of such Alternative Currency) at the end of the applicable Interest Period or (2) be prepaid in full, together with accrued interest thereon (subject to Section 4.1(d)), at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three (3) Business Days after receipt by the Borrower of such notice or, in the case of LIBOR Rate Loans, the last day of the current Interest Period for the applicable LIBOR Rate Loan, if earlier, the Borrower shall be deemed to have elected clause (1) above, and (y) if such determination pursuant to Section 4.8(a)(ii) affects the calculation of Base Rate, the Administrative Agent shall notify during the period of such suspension compute Base Rate without reference to clause (c) of the definition of “Base Rate”. Upon any such prepayment or conversion, the Borrower that the circumstances causing such suspension no longer exist, and each Pending Loan and each such subsequent Loan requested shall also pay any additional amounts required pursuant to be made, continued or converted shall be made or continued as or converted into a Prime Rate LoanSection 4.9.
Appears in 1 contract
Samples: Credit Agreement (Owens Corning)
Changed Circumstances. (a) Circumstances Affecting LIBOR Rate and Eurocurrency --------------------------------------------------- Rate Availability. If with respect to any Interest Period the introduction of Administrative ----------------- Agent or any change Lender shall determine that, by reason of circumstances affecting the foreign exchange and interbank markets generally, deposits in or Eurodollars in the interpretation applicable amounts are not being quoted via Telerate Page 3750 or offered to the Administrative Agent or such Lender for such Interest Period, then the Administrative Agent shall forthwith give notice thereof to the Borrowers. Thereafter, until the Administrative Agent notifies the Borrowers that such circumstances no longer exist, the obligation of the Lenders to make LIBOR Rate Loans, Eurocurrency Loans or LIBO Market Index Rate Loans and the right of the Borrowers to convert any Loan to or continue any Loan as a LIBOR Rate Loan, Eurocurrency Loan or a LIBO Market Index Rate Loan shall be suspended, and the Borrowers shall: (i) repay in full (or cause to be repaid in full) the then outstanding principal amount of each casesuch LIBOR Rate Loan or Eurocurrency Loan, after together with accrued interest thereon, on the date hereoflast day of the then current Interest Period applicable to such LIBOR Rate Loan or Eurocurrency Loan; (ii) any law repay in full (or regulation makes it unlawfulcause to be repaid in full) the then outstanding principal amount of each such LIBO Market Index Rate Loan together with accrued interest thereon; or (iii) convert to a Base Rate Loan the then outstanding principal amount of each such LIBO Market Index Rate Loan and, as of the last day of each applicable Interest Period, the then outstanding principal amount of each such LIBOR Rate Loan or any Governmental Authority assertsEurocurrency Loan.
(b) Laws Affecting LIBOR Rate, Eurocurrency Rate and LIBO ----------------------------------------------------- Market Index Rate Availability. If, after the date hereof, that the introduction of, ------------------------------ or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Authority, central bank or comparable agency, shall make it is unlawful, unlawful or impossible for any Lender (or any of their respective Lending Offices) to perform honor its obligations hereunder to make Eurodollar Rate Loans or to fund or maintain Eurodollar any LIBOR Rate Loans hereunderLoan, Eurocurrency Loan or LIBO Market Index Rate Loan, such Lender shall notify promptly give notice thereof to the Agent of such event Administrative Agent, and the Administrative Agent shall notify promptly give notice to the Borrower Borrowers and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrowers that such circumstances no longer exist, (i) the obligations of such eventthe Lenders to make LIBOR Rate Loans, Eurocurrency Loans or LIBO Market Index Rate Loans and the right of the Borrower Borrowers to select Eurodollar convert any Loan or continue any Loan as a LIBOR Rate Loans for any subsequent Interest Period Loan, Eurocurrency Loan or in connection with any subsequent conversion of any LIBO Market Index Rate Loan shall be suspended until and thereafter the Agent shall notify the Borrower that the circumstances causing such suspension no longer existBorrowers may select only Base Rate Loans hereunder, and (ii) if any of the Borrower Lenders may not lawfully continue to maintain a LIBO Market Index Rate Loan, LIBOR Rate Loan or Eurocurrency Loan to the end of the then current Interest Period applicable thereto, the applicable LIBO Market Index Rate Loan shall forthwith prepay in full all Eurodollar immediately be converted to a Base Rate Loans then outstanding and Loan or the applicable LIBOR Rate Loan or Eurocurrency Loan shall pay all interest accrued thereon through immediately be converted to a Base Rate Loan for the date of such prepayment or conversion, unless the Borrower, within three Business Days after such notice from the Agent, requests the conversion of all Eurodollar Rate Loans then outstanding into Prime Rate Loans; PROVIDED, that if the date of such repayment or proposed conversion is not the last day remainder of the Interest Period applicable to such Eurodollar Rate Loan, the Borrower shall also pay any amount due pursuant to SECTION 3.10thereto.
(b) If the Agent shall, at least one Business Day before the date of any requested Revolving Credit Loan or the effective date of any conversion or continuation of an existing Loan to be made or continued as or converted into a Eurodollar Rate Loan (each such requested Revolving Credit Loan made and Loan to be converted or continued, a PENDING LOAN), notify the Borrower that the Eurodollar Rate will not adequately reflect the cost to the Lenders of making or funding such Pending Loan as a Eurodollar Rate Loan or that the Interbank Offered Rate is not determinable from any interest rate reporting service of recognized standing, then the right of the Borrower to select Eurodollar Rate Loan for such Pending Loan, any subsequent Revolving Credit Loan or in connection with any subsequent conversion or continuation of any Loan shall be suspended until the Agent shall notify the Borrower that the circumstances causing such suspension no longer exist, and each Pending Loan and each such subsequent Loan requested to be made, continued or converted shall be made or continued as or converted into a Prime Rate Loan.
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Changed Circumstances. (a) If the introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder to make Eurodollar Rate LIBOR Loans or to fund or maintain Eurodollar Rate LIBOR Loans hereunder, such Lender shall notify the Administrative Agent of such event and the Administrative Agent shall notify the Borrower Borrowers of such event, and the right of the Borrower Borrowers to select Eurodollar Rate Loans a LIBOR Loan for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Administrative Agent shall notify the Borrower Borrowers that the circumstances causing such suspension no longer exist, and the Borrower Borrowers shall forthwith prepay in full all Eurodollar LIBOR Revolving Credit Loans and shall convert each LIBOR Term Loan into a Base Rate Loans then outstanding Term Loan, and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the BorrowerBorrowers, within three Business Days after such notice from the Administrative Agent, requests request the conversion of all Eurodollar Rate LIBOR Loans then outstanding into Prime Base Rate Loans; PROVIDED, that if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to any such Eurodollar Rate LIBOR Loan, the Borrower Borrowers shall also pay any amount due pursuant to SECTION 3.105.11.
(b) If the Administrative Agent shall, at least one Business Day before the date of any requested Revolving Credit Loan or the effective date of any conversion or continuation of an existing Loan to be made or continued as or converted into a Eurodollar Rate LIBOR Loan (each such requested Revolving Credit Loan made and Loan to be converted or continued, a PENDING LOAN"Pending Loan"), notify the Borrower Borrowers that the Eurodollar Rate LIBOR will not adequately reflect the cost to the Lenders of making or funding such Pending Loan as a Eurodollar Rate LIBOR Loan or that the Interbank Offered Rate LIBOR is not determinable from any interest rate reporting service of recognized standing, then the right of the Borrower Borrowers to select Eurodollar Rate a LIBOR Loan for such Pending Loan, any subsequent Revolving Credit requested Loan or in connection with any subsequent conversion or continuation of any Loan shall be suspended until the Administrative Agent shall notify the Borrower Borrowers that the circumstances causing such suspension no longer exist, and each Pending Loan and each such subsequent Loan requested to be made, continued or converted shall be made or continued as or converted into a Prime Base Rate Loan.
(c) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the LIBOR Reserve Percentage) in or in the interpretation of, in each case after the date hereof, any law or regulation (except to the extent such introduction, change or interpretation affects taxes measured by net income), or (ii) the compliance with any guideline or request (except to the extent such guideline or request affects taxes measured by net income) from any central bank or other governmental authority (whether or not having the force of law) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining LIBOR Loans (other than as separately provided for in SECTION 5.14(d)), then the Borrowers shall from time to time, within 30 days after demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost or convert the Borrowing of which such LIBOR Loan is a part to Base Rate Loans and pay to the Administrative Agent, for the account of such Lender, the amount due pursuant to SECTION 5.11.
(d) If (i) the adoption of or change in, after the date hereof, any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change, after the date hereof, in the interpretation or application thereof by any governmental authority charged with the interpretation or administration thereof, or (ii) compliance by such Lender with any guideline, request or directive, made or promulgated after the date hereof, of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on a Lender's capital as a consequence of its maintaining its Loans or commitment to make Revolving Credit Loans hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming the full utilization of such Lender's capital immediately before such adoption, change or compliance) or if any change in law, regulation, treaty or official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law) subjects a Lender to any tax with respect to payments of principal or interest or any other amounts payable hereunder by the Borrowers or otherwise with respect to the transactions contemplated hereby (except for taxes on the overall net income of such Lender imposed by the United States of America or any political subdivision thereof), in each case by any amount deemed by such Lender to be material, then such Lender shall promptly after its determination of such occurrence notify the Borrowers and the Administrative Agent thereof. The Borrowers agree to pay to the Administrative Agent, for the account of such Lender, as an additional fee from time to time, within 30 days after demand by such Lender, such amount as such Lender certifies to be the amount that will compensate it for such reduction.
(e) Before giving any notice pursuant to SECTION 5.14(a) or making any demand pursuant to SECTION 5.14(c) or (d), each Lender agrees to use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different lending office if the making of such a designation would avoid the need for such notice or demand, or reduce the amount of such increased cost or reduction in return and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.
(f) A certificate of the Lender claiming compensation and accompanying or constituting the "demand" contemplated by SECTION 5.14(c) or (d) shall be conclusive in the absence of manifest error. Each such certificate shall set forth the nature of the occurrence giving rise to such claim for compensation, the additional amount or amounts to be paid to the Lender hereunder and the method by which such amounts were determined. In determining such amounts, a Lender may use any reasonable averaging and attribution methods.
(g) In no event shall a Lender claim or the Borrowers be liable to pay any amounts pursuant to SECTION 5.14(c) or (d) attributable to periods more than 90 days prior to the date of the first demand for such amount, delivered in accordance with the provisions hereof.
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Changed Circumstances. (a) If the introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder to make Eurodollar Rate Loans or to fund or maintain Eurodollar Rate Loans hereunder, such Lender shall notify the Agent of such event and the Agent shall notify the Borrower Borrowers of such event, and the right of the Borrower Borrowers to select Eurodollar Rate Loans for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Agent shall notify the Borrower Borrowers that the circumstances causing such suspension no longer exist, and the Borrower Borrowers shall forthwith prepay in full all Eurodollar Rate Loans then outstanding outstanding, and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the BorrowerBorrowers, within three Business Days after such notice from the Agent, requests request the conversion of all Eurodollar Rate Loans then outstanding into Prime Rate Loans; PROVIDED, that if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, the Borrower Borrowers shall also pay any amount due pursuant to SECTION 3.104.10.
(b) If the Agent shall, at least one Business Day before the date of any requested Revolving Credit Loan or the effective date of any conversion or continuation of an existing Loan to be made or continued as or converted into a Eurodollar Rate Loan (each such requested Revolving Credit Loan made and Loan to be converted or continued, a PENDING LOAN"Pending Loan"), notify the Borrower Borrowers that the Eurodollar Rate will not adequately reflect the cost to the Lenders of making or funding such Pending Loan as a Eurodollar Rate Loan or that the Interbank Offered Rate is not determinable reasonably determinable, including from any interest rate reporting service of recognized standing, then the right of the Borrower Borrowers to select Eurodollar Rate Loan Loans for such Pending Loan, any subsequent Revolving Credit Loan or in connection with any subsequent conversion or continuation of any Loan shall be suspended until the Agent shall notify the Borrower Borrowers that the circumstances causing such suspension no longer exist, and each Pending Loan and each such subsequent Loan requested to be made, continued or converted shall be made or continued as or converted into a Prime Rate Loan.
(c) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Reserve Percentage) in or in the interpretation of, in each case after the date hereof, any law or regulation (except to the extent such introduction, change or interpretation affects taxes measured by net income), or (ii) the compliance with a guideline or request (except to the extent such guideline or request affects taxes measured by net income) from any central bank or other governmental authority (whether nor not having the force of law) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Loans (other than as separately provided for in SECTION 4.15(d)), then the Borrowers shall from time to time, within 30 days after demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost.
(d) If (i) the adoption of or change in, after the date hereof, any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change, after the date hereof, in the interpretation or application thereof by any governmental authority charged with the interpretation or administration thereof, or (ii) compliance by such Lender with any guideline, request or directive, made or promulgated after the date hereof, of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on a Lender's capital as a consequence of its maintaining its Loans or commitment to make Loans hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming the full utilization of such Lender's capital immediately before such adoption, change or compliance) or if any change in law, regulation, treaty or official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law) subjects a Lender to any tax with respect to payments of principal or interest or any other amounts payable hereunder by the Borrowers or otherwise with respect to the transactions contemplated hereby (except for taxes on the overall net income of such Lender imposed by the United States of America or any political subdivision thereof), in each case by any amount deemed by such Lender to be material, then such Lender shall promptly after its determination of such occurrence notify the Borrowers and the Agent thereof. The Borrowers agree to pay to the Agent, for the account of such Lender, as an additional fee from time to time, within 30 days after demand by such Lender, such amount as such Lender certifies to be the amount that will compensate it for such reduction.
(e) Before giving any notice pursuant to SECTION 4.15(a) or making any demand pursuant to SECTION 4.15(c) or (d), each Lender agrees to use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different lending office if the making of such a designation would avoid the need for such notice or demand, or reduce the amount of such increased cost or reduction in return and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender.
(f) A certificate of the Lender claiming compensation under SECTION 4.15(c) or (d) shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder, and the method by which such amounts were determined. In determining such amount, a Lender may use any reasonable averaging and attribution methods.
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Samples: Loan and Security Agreement (Kellstrom Industries Inc)
Changed Circumstances. (a) Section 3.5 Eurodollar Rate or Alternate Currency Rate Lending Unlawful; Inability to Determine Rate. Circumstances Affecting Eurodollar Rate, Daily Simple RFR and Term RFR Availability.
(a) If any Lender shall determine (which determination shall, upon notice thereof to Administrative Borrower and Agent, be conclusive and binding on Borrowers) that, after the Closing Date, (i) the introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or (ii) any Governmental Authority asserts, after the date hereof, asserts that it is unlawful, for any such Lender to perform its obligations hereunder to make Eurodollar Rate Loans or continue any Loan as, or to fund convert (if permitted pursuant to this Agreement) any Loan into, a LIBOR Fixed Rate Loan, the obligations of such Lender to make, continue or maintain Eurodollar convert any such LIBOR Fixed Rate Loans hereunderLoan shall, upon such determination, be suspended until such Lender shall notify the Agent of such event and the Agent shall notify the Borrower of such event, and the right of the Borrower to select Eurodollar Rate Loans for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Agent shall notify the Borrower that the circumstances causing such suspension no longer exist, and all outstanding LIBOR Fixed Rate Loans payable to such Lender shall automatically convert (if conversion is permitted under this Agreement) into a Base Rate Loan, or be repaid (if no conversion is permitted) at the end of the then current Interest Periods with respect thereto or sooner, if required by law or such assertion.
(b) Unless and until a Replacement Rate is implemented in accordance withSubject to clause (c) below, in connection with any RFR Loan or, on and after the USD LIBOR Transition Date, any Base Rate Loan, a request for a LIBOR Fixed Rate Loan ortherefor, a conversion to or a continuation thereof or otherwise, if for any reason (iA) Agent or the Required Lenders determine that adequate and reasonable means do not exist for determining the Eurodollar Rate or Alternate Currency Rate for any requested Interest Period with respect to a proposed LIBOR Fixed Rate Loan, (ii) Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Loan(x) if Daily Simple RFR is utilized in any calculations hereunder or under any other Loan Document with respect to any Obligations, interest, fees, commissions or other amounts, “Daily Simple RFR” cannot be determined pursuant to the definition thereof or (iiiy) the Required Lenders determine that the Eurodollar Rate or Alternate Currency Rate for any requested Interest Period with respect to a proposed LIBOR Fixed Rate Loan does not adequately and fairly reflect the costif Term RFR is utilized in any calculations hereunder or under any other Loan Document with respect to any Obligations, interest, fees, commissions or other amounts, “Term RFR” cannot be determined pursuant to the definition thereof on or prior to the Lendersfirst day of funding such Loan (including, without limitation, as a result of the Eurodollar Rate or the Alternate Currency Rate falling below zero),any Interest Period or (B) a Disqualifying Event occurs, then the Agent willshall promptly so notifygive notice thereof to the Administrative Borrower and each Lender. Thereafter. Upon notice thereof by the Agent to the Administrative Borrower, (xA) the any obligation of the Lenders to make or maintainRFR Loans in each such LIBOR Fixed Rate Loan shall be suspendedCurrency, and any right of the Borrowers to convert any Loan in each such Currency (if applicable) or continue any Loan as an RFR Loan in each such Currency, shall be suspended (to the extent of the affected RFR Loans or, in the case of Term RFR Loans, the affected Interest Periods) until the Agent (upon the instruction of the Required Lenders) revokes such notice and (yB) the applicable Borrower shall forthwith prepay either (A) repay in full all Eurodollar (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Fixed Rate Loan together with accrued interest thereonif such determination affects the calculation of Base Rate, on the last day of the then current Interest Period applicable to such LIBOR Fixed Rate Loan orAgent shall during the period of such suspension compute Base Rate without reference to clause (Bc) convertof the then outstanding principal amount of each such LIBOR Fixed Rate Loan to a definition of “Base Rate Loan as of” until the last dayAgent revokes such notice. Upon receipt of such Interest Period. Upon receipt of such notice, (A) the Administrative Borrower may revoke any pending request for a borrowing of, conversion to or continuation of RFR Loans in each such LIBOR Fixed Rate Loan or, failing that,affected Currency (to the extent of the affected RFR Loans or, in the case of a Term RFR Loans, the affected Interest Periods) or, failing that, (I) in the case of any request for a borrowing of an affected RFR Loan in Dollars, the Borrowers will be deemed to have converted any such request into a request for a borrowing of aor conversion to Base Rate LoanLoans in the amount specified therein. and (II) in the case of any request for a borrowing of an affected RFR Loan in an Alternate Currency, then such request shall be ineffective and (B)(I) any outstanding affected RFR Loans denominated in Dollars will be deemed to have been converted into Base Rate Loans then immediately or, in the case of Term RFR Loans, at the end of the applicable Interest Period and (II) any outstanding and affected RFR Loans denominated in an Alternate Currency, at the Borrowers’ election, shall pay all either (1) be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternate Currency) immediately or, in the case of Term RFR Loans, at the end of the applicable Interest Period or (2) be prepaid in full, together with accrued interest accrued thereon through (subject to Section 2.3(d)), immediately or, in the case of Term RFR Loans, at the end of the applicable Interest Period; provided that if no election is made by the Borrowers by the date that is three (3) Business Days after receipt by the Administrative Borrower of such notice or, in the case of Term RFR Loans, the last day of the current Interest Period for the applicable RFR Loan, if earlier, the Borrowers shall be deemed to have elected clause (1) above. Upon any such prepayment or conversion, unless the Borrower, within three Business Days after such notice from the Agent, requests the conversion of all Eurodollar Rate Loans then outstanding into Prime Rate Loans; PROVIDED, that if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, the Borrower Borrowers shall also pay any amount due additional amounts required pursuant to SECTION 3.10Section 11.6.
(b) If the Agent shall, at least one Business Day before the date of any requested Revolving Credit Loan or the effective date of any conversion or continuation of an existing Loan to be made or continued as or converted into a Eurodollar Rate Loan (each such requested Revolving Credit Loan made and Loan to be converted or continued, a PENDING LOAN), notify the Borrower that the Eurodollar Rate will not adequately reflect the cost to the Lenders of making or funding such Pending Loan as a Eurodollar Rate Loan or that the Interbank Offered Rate is not determinable from any interest rate reporting service of recognized standing, then the right of the Borrower to select Eurodollar Rate Loan for such Pending Loan, any subsequent Revolving Credit Loan or in connection with any subsequent conversion or continuation of any Loan shall be suspended until the Agent shall notify the Borrower that the circumstances causing such suspension no longer exist, and each Pending Loan and each such subsequent Loan requested to be made, continued or converted shall be made or continued as or converted into a Prime Rate Loan.
Appears in 1 contract
Changed Circumstances. (a) If the introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder to make Eurodollar Rate LIBOR Loans or to fund or maintain Eurodollar Rate LIBOR Loans hereunder, such Lender shall notify the Agent of such event and the Agent shall notify the Borrower Borrowers' Agent of such event, and the right of the Borrower Borrowers to select Eurodollar Rate LIBOR Loans for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Agent shall notify the Borrower Borrowers' Agent that the circumstances causing such suspension no longer exist, and the Borrower Borrowers shall forthwith prepay convert each Dollar LIBOR Loan into a Prime Rate Loan, and the Borrowers and the Agent shall in full good faith agree upon an alternate interest rate (including margin) to apply to all Eurodollar existing and future German Equipment Acquisition Loans (the "Alternate Interest Rate"), such Alternate Interest Rate (including margin) to be established so as to compensate the Lenders for the making of German Equipment Acquisition Loans then outstanding on substantially identical terms as with respect to Alternate Currency LIBOR Loans, with the interest rate on all German Equipment Acquisition Loans automatically being converted to such Alternate Interest Rate, and the Borrowers shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the Borrower, within three Business Days after such notice from the Agent, requests the conversion of all Eurodollar Rate Loans then outstanding into Prime Rate Loans; PROVIDED, that if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to such Eurodollar Rate LIBOR Loan, the Borrower Borrowers shall also pay any amount due pursuant to SECTION 3.10, unless such conversion arises out of an assertion by a Governmental Authority that it is unlawful for any Lender to perform its obligations hereunder to make LIBOR Loans or to fund or maintain LIBOR Loans hereunder, which assertion is based solely on the actions of such Lender and does not apply generally to other similarly situated financial institutions.
(b) If the Agent shall, at least one Business Day before the date of any requested Revolving Credit Loan or the effective date of any conversion or continuation of an existing Loan to be made or continued as or converted into a Eurodollar Rate LIBOR Loan (each such requested Revolving Credit Loan made and Loan to be converted or continued, a "PENDING LOAN"), notify the Borrower Borrowers' Agent that the Eurodollar Rate LIBOR will not adequately reflect the cost to the Lenders of making or funding such Pending Loan as a Eurodollar Rate LIBOR Loan or that the Interbank Offered Rate is not determinable reasonably determinable, including from any interest rate reporting service of recognized standing, then the right of the Borrower Borrowers to select Eurodollar Rate Loan LIBOR Loans for such Pending Loan, any subsequent Revolving Credit Loan or in connection with any subsequent conversion or continuation of any Loan shall be suspended until the Agent shall notify the Borrower Borrowers' Agent that the circumstances causing such suspension no longer exist, and each Pending Loan and each such subsequent Loan requested to be made, continued or converted shall be made or continued as or converted into a Prime Rate Loan, in the case of Revolving Credit Loans and U.S. Equipment Acquisition Loans, and into Loans based on the Alternate Interest Rate (as defined in SECTION 3.15(a)), in the case of German Equipment Acquisition Loans.
(c) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the LIBOR Reserve Percentage) in or in the interpretation of, in each case after the date hereof, any law or regulation (except to the extent such introduction, change or interpretation affects taxes measured by net income), or (ii) the compliance with a guideline or request (except to the extent such guideline or request affects taxes measured by net income) from any central bank or other governmental authority (whether nor not having the force of law) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining LIBOR Loans (other than as separately provided for in SECTION 3.15(d)), then the Borrowers shall from time to time, within 30 days after demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost.
(d) If (i) the adoption of or change in, after the date hereof, any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change, after the date hereof, in the interpretation or application thereof by any governmental authority charged with the interpretation or administration thereof, or (ii) compliance by such Lender with any guideline, request or directive, made or promulgated after the date hereof, of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on a Lender's capital as a consequence of its maintaining its Loans or commitment to make Loans hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming the full utilization of such Lender's capital immediately before such adoption, change or compliance) or if any change in law, regulation, treaty or official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law) subjects a Lender to any tax with respect to payments of principal or interest or any other amounts payable hereunder by the Borrowers or otherwise with respect to the transactions contemplated hereby (except for taxes on the overall net income of such Lender imposed by the United States of America or any political subdivision thereof), in each case by any amount deemed by such Lender to be material, then such Lender shall promptly after its determination of such occurrence notify the Borrowers' Agent and the Agent thereof. The Borrowers agree to pay to the Agent, for the account of such Lender, as an additional fee from time to time, within 30 days after demand by such Lender, such amount as such Lender certifies to be the amount that will compensate it for such reduction.
(e) Before giving any notice pursuant to SECTION 3.15(a) or making any demand pursuant to SECTION 3.15(c) or (d), each Lender agrees to use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different lending office if the making of such a designation would avoid the need for such notice or demand, or reduce the amount of such increased cost or reduction in return and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender.
(f) A certificate of a Lender claiming compensation under SECTION 3.15(c) or (d) shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder, and the method by which such amounts were determined. In determining such amount, a Lender may use any reasonable averaging and attribution methods.
Appears in 1 contract
Changed Circumstances. (a) If the introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, ; that it is unlawful, for any Lender to perform its obligations hereunder to make Eurodollar Rate Loans or to fund or maintain Eurodollar Rate Loans hereunder, such Lender shall notify the Agent of such event and the Agent shall notify the Borrower Borrowers of such event, and the right of the Borrower Borrowers to select Eurodollar Rate Loans for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Agent shall notify the Borrower Borrowers that the circumstances causing such suspension no longer exist, and the Borrower shall Borrowers shah forthwith prepay in full all Eurodollar Rate Revolving Credit Loans then outstanding and shall convert each Eurodollar Rate Term Loan into a Prime Rate Term Loan, and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the BorrowerBorrowers, within three Business Days after such notice from the Agent, requests the conversion of all Eurodollar Rate Loans then outstanding into Prime Rate Loans; PROVIDEDprovided, that if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to such Eurodollar Rate LoanLoans, the Borrower shall also pay any amount due pursuant to SECTION 3.10Section 4.17; provided, further, however, that if such Loan is converted to a Prime Rate Loan and the Effective Interest Rate of such Prime Rate Loan is equal to or greater than such Eurodollar Rate Loans for the duration of such Interest Period then no amount shall be due under Section 4.17.
(b) If the Agent shall, at least one Business Day before the date of any requested Revolving Credit Loan or the effective date of any conversion or continuation of an existing Loan to be made or continued as or converted into a Eurodollar Rate Loan (each such requested Revolving Credit Loan made and Loan to be converted or continued, a PENDING LOAN"Pending Loan"), notify the Borrower that the Eurodollar Rate will not adequately reflect the cost to the Lenders of making or funding such Pending Loan as a Eurodollar Rate Loan or that the Interbank Offered Rate is not determinable from any interest rate reporting service of recognized standing, then the right of the Borrower Borrowers to select the Eurodollar Rate Loan for such Pending Loan, any subsequent Revolving Credit Loan or in connection with any subsequent conversion or continuation of any Loan shall be suspended until the Agent shall notify the Borrower Borrowers that the circumstances causing causing: such suspension no longer exist, and each Loan comprising each Pending Loan and each such subsequent Loan requested to be made, continued or converted shall be made or continued as or converted into a Prime Rate Loan.
Appears in 1 contract
Samples: Loan and Security Agreement (Collins Industries Inc)
Changed Circumstances. (a) If the introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder to make Eurodollar Rate Loans or to fund or maintain Eurodollar Rate Loans hereunder, such Lender shall notify the Agent of such event and the Agent shall notify the Borrower of such event, and the right of the Borrower to select Eurodollar Rate Loans for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Agent shall notify the Borrower that the circumstances causing such suspension no longer exist, and the Borrower shall forthwith prepay in full all Eurodollar Rate Loans then outstanding outstanding, and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the Borrower, within three Business Days after such notice from the Agent, requests the conversion of all Eurodollar Rate Loans then outstanding into Prime Rate Loans; PROVIDED, that if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, the Borrower shall also pay any amount due pursuant to SECTION 3.10.
(b) If the Agent shall, at least one Business Day before the date of any requested Revolving Credit Loan or the effective date of any conversion or continuation of an existing Loan to be made or continued as or converted into a Eurodollar Rate Loan (each such requested Revolving Credit Loan to be made and Loan to be converted or continued, a "PENDING LOAN"), notify the Borrower that the Required Lenders have notified the Agent that the Eurodollar Rate Rate, as determined by the Agent, will not adequately and fairly reflect the cost to the Required Lenders of making or funding such Pending Loan as a Eurodollar Rate Loan or that the Interbank Offered Rate is not determinable from any interest rate reporting service of recognized standing, then the right of the Borrower to select a Eurodollar Rate Loan for such Pending Loan, any subsequent Revolving Credit Loan or in connection with any subsequent conversion or continuation of any Loan shall be suspended until the Agent shall notify the Borrower that the circumstances causing such suspension no longer exist, and each Pending Loan and each such subsequent Loan requested to be made, continued or converted shall be made or continued as or converted into a Prime Rate Loan.
Appears in 1 contract
Changed Circumstances. (a) If Circumstances Affecting LIBOR Rate and Alternative Currency Availability. If, with respect to any Interest Period for any LIBOR Rate Loan, the introduction of Administrative Agent, the Alternative Currency Lender or any change Lender (after consultation with the Administrative Agent) shall determine that (i) by reason of circumstances affecting the foreign exchange and interbank markets generally, deposits in Eurodollars or the Alternative Currency in the interpretation of applicable amounts are not being quoted via Telerate Page 3750 or the applicable Reuters Screen Page or offered to the Administrative Agent or such Lender for such Interest Period, (ii) a fundamental change has occurred in each casethe foreign exchange or interbank markets with respect to any Alternative Currency (including, after without limitation, changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls) or (iii) it has become otherwise materially impractical for the date hereof) any law or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, that it is unlawful, for any Alternative Currency Lender to perform its obligations hereunder make any Alternative Currency Loan, then the Administrative Agent shall forthwith give notice thereof to the Borrowers. Thereafter, until the Administrative Agent notifies the Borrowers that such circumstances no longer exist, the obligation of the Lenders or the Alternative Currency Lender as applicable, to make Eurodollar LIBOR Rate Loans or to fund or maintain Eurodollar Rate Loans hereunderAlternative Currency Loans, such Lender shall notify the Agent of such event and the Agent shall notify the Borrower of such eventas applicable, and the right of the Borrower Borrowers to select Eurodollar Rate Loans for any subsequent Interest Period or in connection with any subsequent conversion of convert any Loan to or continue any Loan as a LIBOR Rate Loan or an Alternative Currency Loan, as applicable, shall be suspended until the Agent shall notify the Borrower that the circumstances causing such suspension no longer existsuspended, and (i) the Borrower Borrowers shall forthwith prepay repay in full all Eurodollar Rate Loans (or cause to be repaid in full) the then outstanding and shall pay all principal amount of each such LIBOR Rate Loan or Alternative Currency Loan, as applicable, together with accrued interest accrued thereon through the date of such prepayment or conversionthereon, unless the Borrower, within three Business Days after such notice from the Agent, requests the conversion of all Eurodollar Rate Loans then outstanding into Prime Rate Loans; PROVIDED, that if the date of such repayment or proposed conversion is not on the last day of the then current Interest Period applicable to such Eurodollar Rate Loan, the Borrower shall also pay any amount due pursuant to SECTION 3.10.
(b) If the Agent shall, at least one Business Day before the date of any requested Revolving Credit Loan or the effective date of any conversion or continuation of an existing Loan to be made or continued as or converted into a Eurodollar Rate Loan (each such requested Revolving Credit Loan made and Loan to be converted or continued, a PENDING LOAN), notify the Borrower that the Eurodollar Rate will not adequately reflect the cost to the Lenders of making or funding such Pending Loan as a Eurodollar LIBOR Rate Loan or that Alternative Currency Loan, as applicable, or (ii) solely with respect to Revolving Credit Loans which are LIBOR Rate Loans, convert the Interbank Offered then outstanding principal amount of each such LIBOR Rate is not determinable from any interest rate reporting service of recognized standing, then the right Loan to a Base Rate Loan in Dollars as of the Borrower last day of such Interest Period; provided that if the Borrowers elect to select Eurodollar Rate Loan for make such Pending Loanconversion, the Borrowers shall pay to the Administrative Agent and the Lenders any subsequent Revolving Credit Loan or and all costs, fees and other expenses incurred by the Administrative Agent and the Lenders in connection with any subsequent conversion or continuation of any Loan shall be suspended until the Agent shall notify the Borrower that the circumstances causing effecting such suspension no longer exist, and each Pending Loan and each such subsequent Loan requested to be made, continued or converted shall be made or continued as or converted into a Prime Rate Loanconversion.
Appears in 1 contract
Changed Circumstances. (a) If the introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder to make Eurodollar Rate Loans or to fund or maintain Eurodollar Rate Loans hereunder, such Lender shall notify the Agent of such event and the Agent shall notify the Borrower of such event, and the right of the Borrower to select Eurodollar Rate Loans for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Agent shall notify the Borrower that the circumstances causing such suspension no longer exist, and the Borrower shall forthwith prepay in full all Eurodollar Rate Revolving Credit Loans then outstanding and shall convert each Eurodollar Rate Term Loan into a Base Rate Term Loan, and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the Borrower, within three Business Days after such notice from the Agent, requests the conversion of all Eurodollar Rate Loans then outstanding into Prime Base Rate Loans; PROVIDED, that if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to such Eurodollar Rate LoanLoans, the Borrower shall also pay any amount due pursuant to SECTION 3.105.12.
(b) If the Agent shall, at least one Business Day before the date of any requested Revolving Credit Loan or the effective date of any conversion or continuation of an existing Loan to be made or continued as or converted into a Eurodollar Rate Loan (each such requested Revolving Credit Loan made and Loan to be converted or continued, a PENDING LOAN"Pending Loan"), notify the Borrower that the Eurodollar Rate will not adequately reflect the cost to the Lenders of making or funding such Pending Loan as a Eurodollar Rate Loan or that the Interbank Offered Rate is not determinable from any interest rate reporting service of recognized standing, then the right of the Borrower to select the Eurodollar Rate Loan for such Pending Loan, any subsequent Revolving Credit Loan or in connection with any subsequent conversion or continuation of any Loan shall be suspended until the Agent shall notify the Borrower that the circumstances causing such suspension no longer exist, and each Loan comprising each Pending Loan and each such subsequent Loan requested to be made, continued or converted shall be made or continued as or converted into a Prime Base Rate Loan.
Appears in 1 contract
Changed Circumstances. (a) If the introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder to make Eurodollar Rate Loans Loan or to fund or maintain Eurodollar Rate Loans hereunder, such Lender shall notify the Agent of such event and the Agent shall notify the Borrower Borrowers of such event, and the right of the Borrower Borrowers to select a Eurodollar Rate Loans Loan for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Agent shall notify the Borrower Borrowers that the circumstances causing such suspension no longer exist, and the Borrower Borrowers shall forthwith prepay in full all Eurodollar Rate Revolving Credit Loans then outstanding and shall convert each Eurodollar Rate Term Loan into a Base Rate Term Loan, and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the BorrowerBorrowers, within three Business Days after such notice from the Agent, requests request the conversion of all Eurodollar Rate Loans then outstanding into Prime Base Rate Loans; PROVIDED, that if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, the Borrower Borrowers shall also pay any amount due pursuant to SECTION 3.105.11.
(b) If the Agent shall, at least one Business Day before the date of any requested Revolving Credit Loan or the effective date of any conversion or continuation of an existing Loan to be made or continued as or converted into a Eurodollar Rate Loan (each such requested Revolving Credit Loan made and Loan to be converted or continued, a PENDING LOAN"Pending Loan"), notify the Borrower Borrowers that the Eurodollar Rate will not adequately reflect the cost to the Lenders of making or funding such Pending Loan as a Eurodollar Rate Loan or that the Interbank Offered Rate is not determinable from any interest rate reporting service of recognized standing, then the right of the Borrower Borrowers to select a Eurodollar Rate Loan for such Pending Loan, any subsequent Revolving Credit Loan or in connection with any subsequent conversion or continuation of any Loan shall be suspended until the Agent shall notify the Borrower Borrowers that the circumstances causing such suspension no longer exist, and each Pending Loan and each such subsequent Loan requested to be made, continued or converted shall be made or continued as or converted into a Prime Base Rate Loan.
(c) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Reserve Percentage) in or in the interpretation of, in each case after the date hereof, any law or regulation (except to the extent such introduction, change or interpretation affects taxes measured by net income), or (ii) the compliance with any guideline or request (except to the extent such guideline 58 66 or request affects taxes measured by net income) from any central bank or other governmental authority (whether or not having the force of law) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Loans (other than as separately provided for in SECTION 5.16(D)), then the Borrowers shall from time to time, within 30 days after demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost.
(d) If (i) the adoption of or change in, after the date hereof, any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change, after the date hereof, in the interpretation or application thereof by any governmental authority charged with the interpretation or administration thereof, or (ii) compliance by such Lender with any guideline, request or directive, made or promulgated after the date hereof, of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on a Lender's capital as a consequence of its maintaining its Loans or commitment to make Revolving Credit Loans hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming the full utilization of such Lender's capital immediately before such adoption, change or compliance) or if any change in law, regulation, treaty or official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law) subjects a Lender to any tax with respect to payments of principal or interest or any other amounts payable hereunder by the Borrowers or otherwise with respect to the transactions contemplated hereby (except for taxes on the overall net income of such Lender imposed by the United States of America or any political subdivision thereof), in each case by any amount deemed by such Lender to be material, then such Lender shall promptly after its determination of such occurrence notify the Borrowers and the Agent thereof. The Borrowers agree to pay to the Agent, for the account of such Lender, as an additional fee from time to time, within 30 days after demand by such Lender, such amount as such Lender certifies to be the amount that will compensate it for such reduction.
(e) Before giving any notice pursuant to SECTION 5.16(A) or making any demand pursuant to SECTION 5.16(C) or (D), each Lender agrees to use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different lending office if the making of such a designation would avoid the need for such notice or demand, or reduce the amount of such increased cost or reduction in return and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.
(f) A certificate of the Lender claiming compensation under SECTION 5.16(C) or (D) shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder and the method by which such amounts were determined. In determining such amount, a Lender may use any reasonable averaging and attribution methods.
Appears in 1 contract
Changed Circumstances. (a) Circumstances Affecting LIBOR Rate Availability. If the introduction of or with respect to ----------------------------------------------- any change in Interest Period:
(i) at least three (3) Lenders (or in any event the interpretation Required Lenders) advise the Administrative Agent that, by reason of circumstances affecting the foreign exchange and interbank markets generally, deposits in eurodollars, in the applicable amounts are not being quoted via Dow Xxxxx Market Screen Page 3750 or offered to such Lenders for such Interest Period, or
(ii) at least three (3) Lenders (or in each caseany event the Required Lenders) advise the Administrative Agent that the LIBOR Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their LIBOR Rate Loans for such Interest Period, after then the date hereof) any law or regulation makes it unlawfulAdministrative Agent shall forthwith give prompt written notice thereof to the Borrower and the Lenders. Thereafter, or any Governmental Authority assertsuntil the Administrative Agent notifies the Borrower that such circumstances no longer exist, after the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder obligation of the Lenders to make Eurodollar LIBOR Rate Loans or to fund or maintain Eurodollar Rate Loans hereunder, such Lender shall notify the Agent of such event and the Agent shall notify the Borrower of such event, and the right of the Borrower to select Eurodollar convert any Loan to or continue any Loan as a LIBOR Rate Loans for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Agent shall notify the Borrower that the circumstances causing such suspension no longer existsuspended, and the Borrower shall forthwith prepay repay in full all Eurodollar (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loans then outstanding and shall pay all together with accrued interest accrued thereon through the date of such prepayment or conversionthereon, unless the Borrower, within three Business Days after such notice from the Agent, requests the conversion of all Eurodollar Rate Loans then outstanding into Prime Rate Loans; PROVIDED, that if the date of such repayment or proposed conversion is not on the last day of the then current Interest Period applicable to such Eurodollar LIBOR Rate Loan, Loan or convert the then outstanding principal amount of each such LIBOR Rate Loan to a Base Rate Loan as of the last day of such Interest Period. Unless the Borrower shall also pay any amount due pursuant to SECTION 3.10.
(b) If notifies the Administrative Agent shall, at least one two Business Day Days before the date of any requested Revolving Credit Loan affected borrowing or the effective date of any conversion or continuation specified in any applicable Notice of an existing Loan Borrowing or Notice of Conversion/Continuation that they elect not to borrow or convert or continue Loans on the date specified therein, the Lenders shall make, convert or continue the Loans in the amount specified by the Borrower in the applicable notice, but such Loans shall be made made, converted or continued as or converted into a Eurodollar Base Rate Loan (each such requested Revolving Credit Loan made and Loan to be converted or continued, a PENDING LOAN), notify the Borrower that the Eurodollar Loans instead of LIBOR Rate will not adequately reflect the cost to the Lenders of making or funding such Pending Loan as a Eurodollar Rate Loan or that the Interbank Offered Rate is not determinable from any interest rate reporting service of recognized standing, then the right of the Borrower to select Eurodollar Rate Loan for such Pending Loan, any subsequent Revolving Credit Loan or in connection with any subsequent conversion or continuation of any Loan shall be suspended until the Agent shall notify the Borrower that the circumstances causing such suspension no longer exist, and each Pending Loan and each such subsequent Loan requested to be made, continued or converted shall be made or continued as or converted into a Prime Rate LoanLoans.
Appears in 1 contract
Samples: Credit Agreement (Commonwealth Telephone Enterprises Inc /New/)
Changed Circumstances. (a) If the introduction of or any change in or in the binding interpretation of (in each case, after the date hereof) of any law or regulation makes it unlawful, or any Governmental Authority central bank or other governmental authority asserts, after the date hereof, that it is impractical or unlawful, for any Lender to perform its obligations hereunder to make Eurodollar Rate Loans or to fund or maintain Eurodollar Rate Loans hereunder, such Lender shall notify or adequate and reasonable means do not exist for ascertaining the Agent of such event and Eurodollar Rate, the Agent shall notify the Borrower of such event, event and the right of the Borrower to select Eurodollar Rate Loans for any subsequent Interest Period or in connection with any subsequent continuation of any Eurodollar Loan as, or conversion of any Base Rate Loan to, a Eurodollar Loan shall be suspended until the Agent shall notify the Borrower that the circumstances causing such suspension no longer exist, and the Borrower shall forthwith prepay in full all Eurodollar Rate Loans then outstanding and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the Borrower, within three Business Days after such notice from the Agent, requests the conversion of all Eurodollar forthwith be converted into Base Rate Loans then outstanding into Prime Rate Loans; PROVIDED, that and if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to any such Eurodollar Rate Loan, the Borrower shall also pay any amount due pursuant to SECTION 3.10Section 4. 10.
(b) If the Agent any Lender shall, at least one Business Day before the date of any requested Revolving Credit conversion of any outstanding Base Rate Loan into, or the effective date continuation of any conversion or continuation of an existing Eurodollar Loan to be made or continued as or converted into as, a Eurodollar Rate Loan (each such requested Revolving Credit Loan made and Loan to be converted or continued, a PENDING LOAN)Loan, notify the Borrower that the Eurodollar Rate for such Eurodollar Loan will not adequately reflect the effective cost to the Lenders such Lender of making making, funding or funding maintaining such Pending Loan as a Eurodollar Rate Loan or that the Interbank Offered Rate is not determinable from any interest rate reporting service of recognized standingLoan, then the right of the Borrower to select Eurodollar convert any outstanding Base Rate Loan for such Pending Loan, to or continue any subsequent Revolving Credit outstanding Eurodollar Loan or in connection with any subsequent conversion or continuation of any as a Eurodollar Loan shall be suspended until the Agent such Lender shall notify the Borrower and the Agent that the circumstances causing such suspension no longer exist, and each Pending Loan and each such subsequent Loan requested to be madeconverted or continued shall thereupon be continued as, continued or converted shall be made or continued as or converted into into, a Prime Base Rate Loan.
(c) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Reserve Percentage) in or in the binding interpretation of, in each case after the date hereof, any law or regulation (except to the extent such introduction, change or interpretation affects taxes measured by net income) or (ii) the compliance with any guideline or request (except to the extent such guideline or request affects taxes measured by net income) from any central bank or other governmental authority (having the force of law or, in the opinion of counsel, required) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Loans, then the Borrower shall, from time to time, within five Business Days of a demand for payment by such Lender (with a copy of such demand to the Agent), pay to the Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that such Lender shall not be entitled to demand, nor shall the Borrower be obligated to pay, any such amount attributable to a period more than 90 days prior to the date of such demand.
(d) The provisions of Section 14.22 (with respect to increased capital) of the Loan Agreement shall apply to Eurodollar Loans to the same extent as to all other Loans outstanding under the Loan Agreement, but amounts recovered thereunder shall not also be recovered hereunder.
(e) A certificate of a Lender claiming compensation under Section 4.9(c) of this Loan Agreement shall be prima facie evidence of such amounts. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder and the method by which such amounts were determined. In determining such amount, a Lender may use any reasonable averaging and attribution methods.
Appears in 1 contract
Changed Circumstances. (a) If the introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder to make Eurodollar Rate Loans or to fund or maintain Eurodollar Rate Loans hereunder, such Lender shall notify the Administrative Agent of such event and the Administrative Agent shall notify the Borrower Borrowers of such event, and the right of the Borrower Borrowers to select Eurodollar Rate Loans Loan for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Administrative Agent shall notify the Borrower Borrowers that the circumstances causing such suspension no longer exist, and the Borrower Borrowers shall forthwith prepay in full all Eurodollar Rate Loans then outstanding and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the BorrowerBorrowers, within three Business Days after such notice from the Administrative Agent, requests request the conversion of all Eurodollar Rate Loans then outstanding into Prime Rate Loans; PROVIDED, provided, that if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, the Borrower Borrowers shall also pay any amount due pursuant to SECTION 3.10Section 4.10.
(b) If the Administrative Agent shall, at least one Business Day before the date of any requested Revolving Credit Loan or the effective date of any conversion or continuation of an existing Loan to be made or continued as or converted into a Eurodollar Rate Loan (each such requested Revolving Credit Loan made and Loan to be converted or continued, a PENDING LOANPending Loan), notify the Borrower Borrowers that the Eurodollar Rate will not adequately reflect the cost to the Lenders of making or funding such Pending Loan as a Eurodollar Rate Loan or that the Interbank Offered Rate is not determinable reasonably determinable, including from any interest rate reporting service of recognized standing, then the right of the Borrower Borrowers to select Eurodollar Rate Loan Loans for such Pending Loan, any subsequent Revolving Credit Loan or in connection with any subsequent conversion or continuation of any Loan shall be suspended until the Administrative Agent shall notify the Borrower Borrowers that the circumstances causing such suspension no longer exist, and each Pending Loan and each such subsequent Loan requested to be made, continued or converted shall be made or continued as or converted into a Prime Rate Loan.
(c) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Reserve Percentage) in or in the interpretation of, in each case after the date hereof, any law or regulation (except to the extent such introduction, change or interpretation affects taxes measured by net income), or (ii) the compliance with any guideline or request (except to the extent such guideline or request affects taxes measured by net income) from any central bank or other governmental authority (whether or not having the force of law) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Loans (other than as separately provided for in Section 4.15(d)), then the Borrowers shall from time to time, within 30 days after demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost.
(d) If (i) the adoption of or change in, after the date hereof, any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change, after the date hereof, in the interpretation or application thereof by any governmental authority charged with the interpretation or administration thereof, or (ii) compliance by such Lender with any guideline, request or directive, made or promulgated after the date hereof, of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on a Lender's capital as a consequence of its maintaining its Loans or commitment to make Revolving Credit Loans hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming the full utilization of such Lender's capital immediately before such adoption, change or compliance) or if any change in law regulation, treaty or official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law) subjects a Lender to any tax with respect to payments of principal or interest or any other amounts payable hereunder by the Borrowers or otherwise with respect to the transactions contemplated hereby (except for taxes on the overall net income of such Lender imposed by the United States of America or any political subdivision thereof), in each case by any amount deemed by such Lender to be material, then such Lender shall promptly after its determination of such occurrence notify the Borrowers and the Administrative Agent thereof. The Borrowers agree to pay to the Administrative Agent, for the account of such Lender, as an additional fee from time to time, within 30 days after demand by such Lender, such amount as such Lender certifies to be the amount that will compensate it for such reduction.
(e) Before giving any notice pursuant to Section 4.15(a) or making any demand pursuant to Section 4.15(c) or (d), each Lender agrees to use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different lending office if the making of such a designation would avoid the need for such notice or demand, or reduce the amount of such increased cost or reduction in return and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.
(f) A certificate of a Lender claiming compensation under Section 4.15(c) or (d) shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder and the method by which such amounts were determined. In determining such amount, a Lender may use any reasonable averaging and attribution methods.
(g) If, within 60 days after a Lender makes demand (which is not withdrawn) for compensation pursuant to Section 4.14(c) or (d), the Borrowers identify an Eligible Assignee willing to acquire by assignment, pursuant to an Assignment and Acceptance and otherwise in accordance with the provisions of Article 13, all (but not less than all) of the interests of such Lender hereunder, such Lender shall promptly consummate such transfer of its interests hereunder in conformity with the applicable provisions of Article 13.
Appears in 1 contract
