Changed Circumstances. (a) Anything herein to the contrary notwithstanding and unless and until a Replacement Rate is implemented in accordance with Section 5.2.(b) below, if, on or prior to the determination of LIBOR for any Interest Period: (i) the Administrative Agent shall determine (which determination shall be conclusive) that reasonable and adequate means do not exist for ascertaining LIBOR for such Interest Period; (ii) the Administrative Agent reasonably determines (which determination shall be conclusive) that quotations of interest rates for the relevant Dollar deposits referred to in the definition of LIBOR are not being offered to banks in the London interbank Eurodollar market in the relevant amounts or for the relevant Interest Period for LIBOR Loans as provided herein; or (iii) the Administrative Agent reasonably determines (which determination shall be conclusive) that the relevant rates of interest referred to in the definition of LIBOR upon the basis of which the rate of interest for LIBOR Loans for such Interest Period is to be determined do not adequately and fairly cover the cost to any Lender of making or maintaining LIBOR Loans for such Interest Period; then the Administrative Agent shall give the Borrower and each Lender prompt notice thereof and, so long as such condition remains in effect, the Lenders shall be under no obligation to, and shall not, make additional LIBOR Loans, Continue LIBOR Loans or Convert Loans into LIBOR Loans and the Borrower shall, on the last day of each current Interest Period for each outstanding LIBOR Loan, either prepay such Loan or Convert such Loan into a Base Rate Loan.
Appears in 2 contracts
Samples: Credit Agreement (Sunstone Hotel Investors, Inc.), Credit Agreement (Sunstone Hotel Investors, Inc.)
Changed Circumstances. (a) Anything herein to the contrary notwithstanding and unless and until a Replacement Rate is implemented in accordance with Section 5.2.(b) below, if, on or prior to the determination of LIBOR for any Interest Period::
(i) the Administrative Agent shall determine (which determination shall be conclusive) that reasonable and adequate means do not exist for ascertaining LIBOR for such Interest Period;;
(ii) the Administrative Agent reasonably determines (which determination shall be conclusive) that quotations of interest rates for the relevant Dollar deposits referred to in the definition of LIBOR are not being offered to banks in the London interbank Eurodollar market in the relevant amounts or for the relevant Interest Period for LIBOR Loans as provided herein; oror
(iii) the Administrative Agent reasonably determines (which determination shall be conclusive) that the relevant rates of interest referred to in the definition of LIBOR upon the basis of which the rate of interest for LIBOR Loans for such Interest Period is to be determined do not adequately and fairly cover the cost to any Lender of making or maintaining LIBOR Loans for such Interest Period; then the Administrative Agent shall give the Borrower and each Lender prompt notice thereof and, so long as such condition remains in effect, the Lenders shall be under no obligation to, and shall not, make additional LIBOR Loans, Continue LIBOR Loans or Convert Loans into LIBOR Loans and the Borrower shall, on the last day of each current Interest Period for each outstanding LIBOR Loan, either prepay such Loan or Convert such Loan into a Base Rate Loan..
Appears in 2 contracts
Samples: Credit Agreement (Sunstone Hotel Investors, Inc.), Credit Agreement (Sunstone Hotel Investors, Inc.)
Changed Circumstances. (a) Anything herein Circumstances Affecting Offshore Rate Availability. If with respect -------------------------------------------------- to the contrary notwithstanding and unless and until a Replacement Rate is implemented in accordance with Section 5.2.(b) below, if, on or prior to the determination of LIBOR for any Interest Period:
: (i) the Administrative Agent or any Lender (after consultation with the Administrative Agent) shall determine that for any reason adequate and reasonable means do not exist for determining the Offshore Rate for any requested Interest Period with respect to a proposed Offshore Rate Loan or (ii) the Required Lenders reasonably determine (which determination shall be conclusive) that reasonable and adequate means do not exist for ascertaining LIBOR for such Interest Period;
(ii) notify the Administrative Agent reasonably determines (which determination shall be conclusive) that quotations of interest rates for the relevant Dollar deposits referred to in the definition of LIBOR are not being offered to banks in the London interbank Eurodollar market in the relevant amounts or for the relevant Interest Period for LIBOR Loans as provided herein; or
(iii) the Administrative Agent reasonably determines (which determination shall be conclusive) that the relevant rates of interest referred to in the definition of LIBOR upon the basis of which the rate of interest for LIBOR Loans for such Interest Period is to be determined do Rate will not adequately and fairly cover reflect the cost to any Lender the Required Lenders of making or maintaining LIBOR funding Offshore Rate Loans for such Interest Period; , then the Administrative Agent shall forthwith give the Borrower and each Lender prompt notice thereof andto the Company. Thereafter, so long as until the Administrative Agent notifies the Borrowers that such condition remains in effectcircumstances no longer exist, the obligation of the Lenders shall be under no obligation to, and shall not, to make additional LIBOR Loans, Continue LIBOR Loans or Convert Loans into LIBOR Offshore Rate Loans and the Borrower shallright of the Borrowers to convert any Revolving Credit Loan to or continue any Revolving Credit Loan as an Offshore Rate Loan shall be suspended, and the Borrowers shall repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Offshore Rate Loan together with accrued interest thereon, on the last day of each the then current Interest Period for each outstanding LIBOR Loan, either prepay applicable to such Offshore Rate Loan or Convert convert the then outstanding principal amount of each such Offshore Rate Loan into to a Base Rate LoanLoan as of the last day of such Interest Period (Offshore Currency Loans which are not repaid shall be redenominated and converted into their Dollar Equivalent of Base Rate Loans in Dollars).
Appears in 1 contract
Samples: Credit Agreement (Equifax Inc)
Changed Circumstances. (a) Anything herein In connection with any request for a LIBOR Rate Loan or a Base Rate Loan as to which the contrary notwithstanding and unless and until interest rate is determined with reference to LIBOR or a Replacement Rate is implemented in accordance with Section 5.2.(b) belowconversion to or continuation thereof, if, on or prior to the determination of LIBOR if for any Interest Period:
reason (i) the Administrative Agent shall determine (which determination shall be conclusiveconclusive and binding absent manifest error) that reasonable and adequate means do not exist for ascertaining LIBOR for such Interest Period;
(ii) the Administrative Agent reasonably determines (which determination shall be conclusive) that quotations of interest rates for the relevant Dollar deposits referred to in the definition of LIBOR are not being offered to banks in the London interbank Eurodollar market in the relevant amounts or for the relevant applicable amount and Interest Period for LIBOR Loans as provided herein; or
of such Loan, (iiiii) the Administrative Agent reasonably determines shall determine (which determination shall be conclusiveconclusive and binding absent manifest error) that reasonable and adequate means do not exist for the relevant rates of interest referred to in ascertaining the definition of LIBOR upon the basis of which the rate of interest for LIBOR Loans Rate for such Interest Period with respect to a proposed LIBOR Rate Loan or any Base Rate Loan as to which the interest rate is determined with reference to LIBOR or (iii) the Required Lenders shall determine (which determination shall be determined do conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly cover reflect the cost to any Lender such Lenders of making or maintaining LIBOR such Loans for during such Interest Period; , then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower and each Lender prompt notice thereof and, so long as that such condition remains in effectcircumstances no longer exist, the obligation of the Lenders to make LIBOR Rate Loans or Base Rate Loan as to which the interest rate is determined with reference to LIBOR and the right of the Borrower to convert any Loan to or continue any Loan as a LIBOR Rate Loan or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR shall be under no obligation tosuspended, and shall not, make additional (i) in the case of LIBOR Rate Loans, Continue LIBOR Loans or Convert Loans into LIBOR Loans and the Borrower shallshall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan together with accrued interest thereon (subject to Section 4.1(d)), on the last day of each the then current Interest Period for applicable to such LIBOR Rate Loan; or (B) convert the then outstanding principal amount of each outstanding such LIBOR Loan, either prepay such Rate Loan or Convert such Loan into to a Base Rate LoanLoan as to which the interest rate is not determined by reference to LIBOR as of the last day of such Interest Period; or (ii) in the case of Base Rate Loans as to which the interest rate is determined by reference to LIBOR, the Borrower shall convert the then outstanding principal amount of each such Loan to a Base Rate Loan as to which the interest rate is not determined by reference to LIBOR as of the last day of such Interest Period.
Appears in 1 contract
Changed Circumstances. (a) Anything herein to the contrary notwithstanding and unless Unless and until a Benchmark Replacement Rate is implemented in accordance with Section 5.2.(bclause (c) below, ifin connection with any request for a LIBOR Loan or a conversion to or continuation thereof or otherwise, on or prior to the determination of LIBOR if for any Interest Period:
reason (i) the Administrative Agent shall determine (which determination shall be conclusiveconclusive 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, (ii) Administrative Agent shall 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 Interest Period;
Period with respect to a proposed LIBOR Loan or (iiiii) the Administrative Agent reasonably determines Required Lenders shall determine (which determination shall be conclusive) that quotations of interest rates for the relevant Dollar deposits referred to in the definition of LIBOR are not being offered to banks in the London interbank Eurodollar market in the relevant amounts or for the relevant Interest Period for LIBOR Loans as provided herein; or
(iii) the Administrative Agent reasonably determines (which determination shall be conclusiveconclusive and binding absent manifest error) that the relevant rates of interest referred to in the definition of LIBOR upon the basis of which the rate of interest for LIBOR Loans for such Interest Period is to be determined do Rate does not adequately and fairly cover reflect the cost to any Lender such Lenders of making or maintaining LIBOR such Loans for during such Interest Period; , then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until Administrative Agent notifies the Borrower and each Lender prompt notice thereof and, so long as that such condition remains in effectcircumstances no longer exist, the obligation of the Lenders shall be under no obligation to, and shall not, to make additional LIBOR Loans, Continue LIBOR Loans or Convert Loans into LIBOR Loans and the right of the Borrower shallto convert any Loan to or continue any Loan as a LIBOR Loan shall be suspended, and the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Loan together with accrued interest thereon (subject to Section 2.3(a)), on the last day of each the then current Interest Period applicable to such LIBOR Loan; or (B) convert the then outstanding principal amount of each such LIBOR Loan to a Base Rate Loan as of the last day of such Interest Period.
(b) If, after the date hereof, 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 of the Lenders (or any of their respective Applicable Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for each outstanding any of the Lenders (or any of their respective Applicable Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Loan, either prepay such Lender shall promptly give notice thereof to Administrative Agent and Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Loans, and the right of the Borrower to convert any Loan to a LIBOR Loan or Convert such continue any Loan into as a LIBOR Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Loan to the end of the then current Interest Period applicable thereto, the applicable Loan shall immediately be converted to a Base Rate LoanLoan for the remainder of such Interest Period. Columbia – Second Amended and Restated Credit Agreement
(c) Effect of Benchmark Transition Event.
Appears in 1 contract
Changed Circumstances. (a) Anything herein to the contrary notwithstanding and unless and until a Benchmark Replacement Rate is implemented in accordance with Section 5.2.(b) below, if, on or prior to the determination of LIBOR Term SOFR for any Interest Period::
(i) the Administrative Agent shall determine (which determination shall be conclusive) that reasonable and adequate means do not exist for ascertaining LIBOR Term SOFR for such Interest Period;; or
(ii) the Administrative Agent Requisite Lenders reasonably determines (which determination shall be conclusive) that quotations of interest rates for the relevant Dollar deposits referred to in the definition of LIBOR are not being offered to banks in the London interbank Eurodollar market in the relevant amounts or for the relevant Interest Period for LIBOR Loans as provided herein; or
(iii) the Administrative Agent reasonably determines determine (which determination shall be conclusive) that the relevant rates of interest referred to in the definition of LIBOR Term SOFR upon the basis of which the rate of interest for LIBOR Term SOFR Loans for such Interest Period is to be determined do not adequately and fairly cover the cost to any Lender the Lenders of making or maintaining LIBOR Term SOFR Loans for such Interest Period; then the Administrative Agent shall give the Borrower and each Lender prompt notice thereof and, so long as such condition remains in effect, the Lenders shall be under no obligation to, and shall not, make additional LIBOR Term SOFR Loans, Continue LIBOR Term SOFR Loans or Convert Loans into LIBOR Term SOFR Loans and the Borrower shall, on the last day of each current Interest Period for each outstanding LIBOR Term SOFR Loan, either prepay such Loan or Convert such Loan into a Base Rate Loan..
Appears in 1 contract
Samples: Term Loan Agreement (Sunstone Hotel Investors, Inc.)
Changed Circumstances. (a) Anything herein to the contrary notwithstanding and unless and until a Replacement Rate is implemented in accordance with Section 5.2.(b) below, if, on or prior to the determination of LIBOR for any Interest Period::
(i) the Administrative Agent shall determine (which determination shall be conclusive) that reasonable and adequate means do not exist for ascertaining LIBOR for such Interest Period;;
(ii) the Administrative Agent reasonably determines (which determination shall be conclusive) that quotations of interest rates for the relevant Dollar deposits referred to in the definition of LIBOR are not being offered to banks in the London interbank Eurodollar market in the relevant amounts or for the relevant Interest Period for LIBOR Loans as provided herein; oror
(iii) the Administrative Agent reasonably determines (which determination shall be conclusive) that the relevant rates of interest referred to in the definition of LIBOR upon the basis of which the rate of interest for LIBOR Loans for such Interest Period is to be determined do not adequately and fairly cover the cost to any Lender of making or maintaining LIBOR Loans for such Interest Period; then the Administrative Agent shall give the Borrower and each Lender prompt notice thereof and, so long as such condition remains in effect, the Lenders shall be under no obligation to, and shall not, make additional LIBOR Loans, Continue LIBOR Loans or Convert Loans into LIBOR Loans and the Borrower shall, on the last day of each current Interest Period for each outstanding LIBOR Loan, either prepay such Loan or Convert such Loan into a Base Rate Loan..
Appears in 1 contract
Changed Circumstances. (a) Anything herein to the contrary notwithstanding and unless and until a Benchmark Replacement Rate is implemented in accordance with Section 5.2.(b) below, if, on or prior to the determination of LIBOR Adjusted Daily Simple SOFR or Term SOFR for any Interest Period::
(i) the Administrative Agent shall determine (which determination shall be conclusive) that reasonable and adequate means do not exist for ascertaining LIBOR Adjusted Daily Simple SOFR or Term SOFR for such Interest Period;;
(ii) the Administrative Agent reasonably determines (which determination Swingline Lender shall be conclusive) that quotations of interest rates for the relevant Dollar deposits referred to in the definition of LIBOR are not being offered to banks in the London interbank Eurodollar market in the relevant amounts or for the relevant Interest Period for LIBOR Loans as provided herein; or
(iii) the Administrative Agent reasonably determines determine (which determination shall be conclusive) that the relevant rates of interest referred to in the definition of LIBOR Adjusted Daily Simple SOFR upon the basis of which the rate of interest for LIBOR Swingline Loans do not adequately and fairly cover the cost to the Swingline Lender of making or maintaining Swingline Loans; or
(iii) the Requisite Lenders reasonably determine (which determination shall be conclusive) that the relevant rates of interest referred to in the definition of Term SOFR upon the basis of which the rate of interest for Term SOFR Loans for such Interest Period is to be determined do not adequately and fairly cover the cost to any Lender the Lenders of making or maintaining LIBOR Term SOFR Loans for such Interest Period; then the Administrative Agent shall give the Borrower and each Lender prompt notice thereof and, so long as such condition remains in effect, the Lenders shall be under no obligation to, and shall not, make additional LIBOR SOFR Loans, Continue LIBOR SOFR Loans or Convert Loans into LIBOR SOFR Loans and the Borrower shall, on such date of determination (or, in the case of Term SOFR Loans, on the last day of each current Interest Period for each outstanding LIBOR Term SOFR Loan), either prepay such Loan or Convert such Loan into a Base Rate Loan..
Appears in 1 contract
Changed Circumstances. (a) Anything herein to the contrary notwithstanding and unless and until a Replacement Rate is implemented in accordance with Section 5.2.(b) below, if, on or prior to the determination of LIBOR for any Interest Period:
(i) the Administrative Agent shall determine reasonably determines (which determination shall be conclusiveconclusive absent manifest error) that reasonable and adequate means do not exist for ascertaining LIBOR for such Interest Period;
(ii) the Administrative Agent reasonably determines (which determination shall be conclusiveconclusive absent manifest error) that quotations of interest rates for the relevant Dollar deposits referred to in the definition of LIBOR are not being offered to banks in the London interbank Eurodollar market provided in the relevant amounts or for the relevant Interest Period maturities for purposes of determining rates of interest for LIBOR Loans as provided herein; or;
(iii) the Administrative Agent reasonably determines (which determination shall be conclusiveconclusive absent manifest error) that the relevant rates of interest referred to in the definition of LIBOR upon the basis of which the rate of interest for LIBOR Loans for such Interest Period is to be determined do are not likely to adequately and fairly cover the cost to any Lender of making or maintaining LIBOR Loans for such Interest Period; or
(iv) any Revolving Lender that has outstanding a Bid Rate Quote with respect to a LIBOR Margin Loan reasonably determines (which determination shall be conclusive absent manifest error) that LIBOR will not adequately and fairly reflect the cost to such Revolving Lender of making or maintaining such LIBOR Margin Loan; then the Administrative Agent shall give the Borrower and each Lender prompt written notice thereof and, so long as such condition remains in effect, (i) the Lenders shall be under no obligation to, and shall not, make additional LIBOR Loans, Continue LIBOR Loans or Convert Loans into LIBOR Loans and the Borrower shall, on the last day of each current Interest Period for each outstanding LIBOR Loan, either prepay such Loan or Convert such Loan into a Base Rate Loan and (ii) in the case of clause (iv) above, no Revolving Lender that has outstanding a Bid Rate Quote with respect to a LIBOR Margin Loan shall be under any obligation to make such Loan.
Appears in 1 contract
Changed Circumstances. (a) Anything herein to the contrary notwithstanding and unless and until a Benchmark Replacement Rate is implemented in accordance with Section 5.2.(b) below, if, on or prior to the determination of LIBOR Term SOFR for any Interest Period:
: (i) the Administrative Agent shall determine (which determination shall be conclusive) that reasonable and adequate means do not exist for ascertaining LIBOR Term SOFR for such Interest Period;
; or (ii) the Administrative Agent Requisite Lenders reasonably determines (which determination shall be conclusive) that quotations of interest rates for the relevant Dollar deposits referred to in the definition of LIBOR are not being offered to banks in the London interbank Eurodollar market in the relevant amounts or for the relevant Interest Period for LIBOR Loans as provided herein; or
(iii) the Administrative Agent reasonably determines determine (which determination shall be conclusive) that the relevant rates of interest referred to in the definition of LIBOR Term SOFR upon the basis of which the rate of interest for LIBOR Term SOFR Loans for such Interest Period is to be determined do not adequately and fairly cover the cost to any Lender the Lenders of making or maintaining LIBOR Term SOFR Loans for such Interest Period; then the Administrative Agent shall give the Borrower and each Lender prompt notice thereof and, so long as such condition remains in effect, the Lenders shall be under no obligation to, and shall not, make additional LIBOR Term SOFR Loans (without limiting the obligation to make Base Rate Loans), Continue LIBOR Term SOFR Loans or Convert Loans into LIBOR Term SOFR Loans and the Borrower shall, on the last day of each current Interest Period for each outstanding LIBOR Term SOFR Loan, either prepay such Loan or Convert such Loan into a Base Rate Loan.
Appears in 1 contract
Changed Circumstances. (a) Anything herein Circumstances Affecting Eurodollar Rate Availability. Subject to the contrary notwithstanding and unless and until a Replacement Rate is implemented in accordance with Section 5.2.(bclause (c) below, ifin connection with any request for a Eurodollar Loan or a conversion to or continuation thereof or otherwise, on or prior to the determination of LIBOR if for any Interest Period:
reason (i) the Administrative Agent shall determine (which determination shall be conclusiveconclusive 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, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining LIBOR the LIBO Rate for such Interest Period;
Period with respect to a proposed Eurodollar Loan or (iiiii) the Administrative Agent reasonably determines Majority Lenders shall determine (which determination shall be conclusive) that quotations of interest rates for the relevant Dollar deposits referred to in the definition of LIBOR are not being offered to banks in the London interbank Eurodollar market in the relevant amounts or for the relevant Interest Period for LIBOR Loans as provided herein; or
(iii) the Administrative Agent reasonably determines (which determination shall be conclusiveconclusive and binding absent manifest error) that the relevant rates of interest referred to in the definition of LIBOR upon the basis of which the rate of interest for LIBOR Loans for such Interest Period is to be determined do LIBO Rate does not adequately and fairly cover reflect the cost to any Lender such Lenders of making or maintaining LIBOR such Loans for during such Interest Period; , then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower and each Lender prompt notice thereof and, so long as that such condition remains in effectcircumstances no longer exist, the obligation of the Lenders shall be under no obligation to, and shall not, to make additional LIBOR Loans, Continue LIBOR Loans or Convert Loans into LIBOR Eurodollar Loans and the right of the Borrower shallto convert any Loan to or continue any Loan as a Eurodollar Loan shall be suspended, and the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Loan together with accrued interest thereon (subject to Section 3.02(d)), on the last day of each the then current Interest Period for applicable to such Eurodollar Loan; or (B) convert the then outstanding principal amount of each outstanding LIBOR Loan, either prepay such Eurodollar Loan or Convert such Loan into a to an Alternate Base Rate LoanLoan as of the last day of such Interest Period.
Appears in 1 contract
Samples: Dip Credit Agreement
Changed Circumstances. (a) Anything herein to the contrary notwithstanding and unless Unless and until a Benchmark Replacement Rate is implemented in accordance with Section 5.2.(bclause (c) below, ifin connection with any request for a LIBOR Loan or a conversion to or continuation thereof or otherwise, on or prior to the determination of LIBOR if for any Interest Period:
reason (i) the Administrative Agent shall determine (which determination shall be conclusiveconclusive 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, (ii) Administrative Agent shall 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 Interest Period;
Period with respect to a proposed LIBOR Loan or (iiiii) the Administrative Agent reasonably determines Required Lenders shall determine (which determination shall be conclusive) that quotations of interest rates for the relevant Dollar deposits referred to in the definition of LIBOR are not being offered to banks in the London interbank Eurodollar market in the relevant amounts or for the relevant Interest Period for LIBOR Loans as provided herein; or
(iii) the Administrative Agent reasonably determines (which determination shall be conclusiveconclusive and binding absent manifest error) that the relevant rates of interest referred to in the definition of LIBOR upon the basis of which the rate of interest for LIBOR Loans for such Interest Period is to be determined do Rate does not adequately and fairly cover reflect the cost to any Lender such Lenders of making or maintaining LIBOR such Loans for during such Interest Period; , then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until Administrative Agent notifies the Borrower and each Lender prompt notice thereof and, so long as that such condition remains in effectcircumstances no longer exist, the obligation of the Lenders shall be under no obligation to, and shall not, to make additional LIBOR Loans, Continue LIBOR Loans or Convert Loans into LIBOR Loans and the right of the Borrower shallto convert any Loan to or continue any Loan as a LIBOR Loan shall be suspended, and the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Loan together with accrued interest thereon (subject to Section 2.3(a)), on the last day of each the then current Interest Period applicable to such LIBOR Loan; or (B) convert the then outstanding principal amount of each such LIBOR Loan to a Base Rate Loan as of the last day of such Interest Period.
(b) If, after the date hereof, the introduction of, or any change in, any Aapplicable Llaw 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 of the Lenders (or any of their respective Applicable Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for each outstanding any of the Lenders (or any of their respective Applicable Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Loan, either prepay such Lender shall promptly give notice thereof to Administrative Agent and Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Loans, and the right of the Borrower to convert any Loan to a LIBOR Loan or Convert such continue any Loan into as a LIBOR Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Loan to the end of the then current Interest Period applicable thereto, the applicable Loan shall immediately be converted to a Base Rate LoanLoan for the remainder of such Interest Period.
(c) Effect of Benchmark Transition Event.
Appears in 1 contract
Changed Circumstances. (a) Anything herein to the contrary notwithstanding and unless Unless and until a Benchmark Replacement Rate is implemented in accordance with Section 5.2.(bclause (c) below, ifin connection with any request for a LIBOR Loan or a conversion to or continuation thereof or otherwise, on or prior to the determination of LIBOR if for any Interest Period:
reason (i) the Administrative Agent shall determine (which determination shall be conclusiveconclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount SECOND AMENDED AND RESTATED CREDIT AGREEMENT and Interest Period of such Loan, (ii) Administrative Agent shall 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 Interest Period;
Period with respect to a proposed LIBOR Loan or (iiiii) the Administrative Agent reasonably determines Required Lenders shall determine (which determination shall be conclusive) that quotations of interest rates for the relevant Dollar deposits referred to in the definition of LIBOR are not being offered to banks in the London interbank Eurodollar market in the relevant amounts or for the relevant Interest Period for LIBOR Loans as provided herein; or
(iii) the Administrative Agent reasonably determines (which determination shall be conclusiveconclusive and binding absent manifest error) that the relevant rates of interest referred to in the definition of LIBOR upon the basis of which the rate of interest for LIBOR Loans for such Interest Period is to be determined do Rate does not adequately and fairly cover reflect the cost to any Lender such Lenders of making or maintaining LIBOR such Loans for during such Interest Period; , then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until Administrative Agent notifies the Borrower and each Lender prompt notice thereof and, so long as that such condition remains in effectcircumstances no longer exist, the obligation of the Lenders shall be under no obligation to, and shall not, to make additional LIBOR Loans, Continue LIBOR Loans or Convert Loans into LIBOR Loans and the right of the Borrower shallto convert any Loan to or continue any Loan as a LIBOR Loan shall be suspended, and the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Loan together with accrued interest thereon (subject to Section 2.3(a)), on the last day of each the then current Interest Period applicable to such LIBOR Loan; or (B) convert the then outstanding principal amount of each such LIBOR Loan to a Base Rate Loan as of the last day of such Interest Period.
(b) If, after the date hereof, 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 of the Lenders (or any of their respective Applicable Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for each outstanding any of the Lenders (or any of their respective Applicable Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Loan, either prepay such Lender shall promptly give notice thereof to Administrative Agent and Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Loans, and the right of the Borrower to convert any Loan to a LIBOR Loan or Convert such continue any Loan into as a LIBOR Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Loan to the end of the then current Interest Period applicable thereto, the applicable Loan shall immediately be converted to a Base Rate LoanLoan for the remainder of such Interest Period.
(c) Effect of Benchmark Transition Event.
Appears in 1 contract
