Illegality Etc. Anything in subsection (a) or (b) above to the contrary notwithstanding, (i) if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its EurocurrencyApplicable Lending Office to perform its obligations hereunder to make Eurocurrency RateTerm SOFR Advances or EURIBOR Advances or to fund or maintain Eurocurrency RateTerm SOFR Advances or XXXXXXX Advances hereunder, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Company, whereupon (A) such Lender shall have no obligation to AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT make Eurocurrency RateTerm SOFR Advances or EURIBOR Advances, as applicable, or to convert Revolving Credit Advances into Eurocurrency RateTerm SOFR Advances or XXXXXXX Advances, as applicable, until such Lender notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist and (B) each Borrower shall be deemed to have converted all Eurocurrency RateTerm SOFR Advances or EURIBOR Advances, as applicable, of such Lender then outstanding into Base Rate Advances in accordance with Section 2.04 on and as of the date of the Administrative Agent’s receipt of such notice, unless and to the extent such notice directs that one or more Eurocurrency RateTerm SOFR Advances or EURIBOR Advances, as applicable, shall be so converted on the last day of the applicable Interest Period, provided that (w) before giving any such notice, such Xxxxxx agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for such suspension and conversion and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender, (x) any request by a Borrower for Eurocurrency RateTerm SOFR Advances or EURIBOR Advances, as applicable, during a time when a Lender’s obligation to make, or convert Revolving Credit Advances into, Eurocurrency RateTerm SOFR Advances or XXXXXXX Advances, as applicable, shall be suspended hereunder shall be deemed to be a request for, or for conversion into, Base Rate Advances from such Lender (in the case of a Eurocurrency RateEURIBOR Advance denominated in an Alternate Currency, in an amount equal to the Dollar Equivalent thereof), (y) all Revolving Credit Advances that would otherwise be made by such Lender as Eurocurrency RateTerm SOFR Advances or EURIBOR Advances, as applicable, during any such suspension shall instead be made as Base Rate Advances (in the case of a Eurocurrency RateEURIBOR Advance denominated in an Alternate Currency, in an amount equal to the Dollar Equivalent thereof) and (z) in the event any Lender shall notify the Administrative Agent and the Company of the occurrence of the circumstances causing such suspension under this Section 2.02(c), all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency RateTerm SOFR Advances or XXXXXXX Advances that would have been made by such Lender or the converted Eurocurrency RateTerm SOFR Advances or EURIBOR Advances shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency RateTerm SOFR Advances or EURIBOR Advances; (ii) (A) if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof (x) each Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist, the obligation of the Lenders to make or to Convert Advances into Term SOFR Advances shall be suspended and the Borrowers may revoke any pending request for a Term SOFR Advance, or Conversion of a Term SOFR Advance or, failing that, will be deemed to have converted such request into a request for an Advance of or a Conversion to a Base Rate Advance in the amount specified therein; (iii) if the Required Lenders shall, at least one Business Day before the date of any requested Eurocurrency RateTerm SOFR Advance or EURIBOR Advance, notify the Administrative Agent that the EurocurrencyTerm SOFR or the EURIBO Rate, as applicable, for any Interest Period will not adequately reflect the cost to the Required Lenders of making, funding or maintaining their respective Eurocurrency RateTerm SOFR Advances or EURIBOR Advances, as applicable, for such Interest Period, the Administrative Agent shall forthwith so notify the Company and the Lenders, whereupon the Lenders shall have no obligation to make, or convert Revolving Credit Advances into, Eurocurrency RateTerm SOFR Advances or EURIBOR Advances, as applicable, until the Administrative Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist; and (iv) if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender to perform its obligations hereunder to make Advances or to fund or maintain Advances hereunder to such Designated Borrower, the Administrative Agent shall forthwith give notice thereof to the Company, whereupon such Lender shall have no obligation to make Advances to such Designated Xxxxxxxx, until such Xxxxxx notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Illegality Etc. Anything in subsection (a) or (b) above to the contrary notwithstanding,
(i) if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its EurocurrencyApplicable Eurocurrency Lending Office to perform its obligations hereunder to make Eurocurrency RateTerm SOFR Advances or EURIBOR Rate Advances or to fund or maintain Eurocurrency RateTerm SOFR Advances or XXXXXXX Rate Advances hereunder, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Company, whereupon (A) such Lender shall have no obligation to AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT make Eurocurrency RateTerm SOFR Advances or EURIBOR Rate Advances, as applicable, or to convert Revolving Credit Advances into Eurocurrency RateTerm SOFR Advances or XXXXXXX Rate Advances, as applicable, until such Lender notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist and (B) each Borrower shall be deemed to have converted all Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, of such Lender then outstanding into Base Rate Advances in accordance with Section 2.04 on and as of the date of the Administrative Agent’s receipt of such notice, unless and to the extent such notice directs that one or more Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, shall be so converted on the last day of the applicable Interest Period, provided that (w) before giving any such notice, such Xxxxxx Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for such suspension and conversion and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender, (x) any request by a Borrower for Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, during a time when a Lender’s obligation to make, or convert Revolving Credit Advances into, Eurocurrency RateTerm SOFR Rate Advances or XXXXXXX Advances, as applicable, shall be suspended hereunder shall be deemed to be a request for, or for conversion into, Base Rate Advances from such Lender (in the case of a Eurocurrency RateEURIBOR Rate Advance denominated in an Alternate Currency, in an amount equal to the Dollar Equivalent thereof), (y) all Revolving Credit Advances that would otherwise be made by such Lender as Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, during any such suspension shall instead be made as Base Rate Advances (in the case of a Eurocurrency RateEURIBOR Rate Advance denominated in an 364-DAY CREDIT AGREEMENT Alternate Currency, in an amount equal to the Dollar Equivalent thereof) and (z) in the event any Lender shall notify the Administrative Agent and the Company of the occurrence of the circumstances causing such suspension under this Section 2.02(c), all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency RateTerm SOFR Advances or XXXXXXX Rate Advances that would have been made by such Lender or the converted Eurocurrency RateTerm SOFR Advances or EURIBOR Rate Advances shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency RateTerm SOFR Advances or EURIBOR Rate Advances;
(ii) (A) if the Administrative Agent determines (which determination cannot furnish the Eurocurrency Rate for any Borrowing consisting of Eurocurrency Rate Advances because of conditions existing in the London interbank market, the right of the Borrowers to select Eurocurrency Rate Advances shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof (x) each Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) suspended until the Administrative Agent notifies shall notify the Company and the Lenders that the circumstances giving rise to causing such notice suspension no longer exist, the obligation of the Lenders to make or to Convert Advances into Term SOFR Advances shall be suspended and the Borrowers may revoke any pending request for a Term SOFR Advance, or Conversion of a Term SOFR Advance or, failing that, will be deemed to have converted such request into a request for an Advance of or a Conversion to a Base Rate Advance in the amount specified therein;
(iii) if the Required Lenders shall, at least one Business Day before the date of any requested Eurocurrency RateTerm SOFR Advance or EURIBOR Rate Advance, notify the Administrative Agent that the EurocurrencyTerm SOFR or the EURIBO Rate, as applicable, Eurocurrency Rate for any Interest Period will not adequately reflect the cost to the Required Lenders of making, funding or maintaining their respective Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, for such Interest Period, the Administrative Agent shall forthwith so notify the Company and the Lenders, whereupon the Lenders shall have no obligation to make, or convert Revolving Credit Advances into, Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, until the Administrative Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist; and
(iv) if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender to perform its obligations hereunder to make Advances or to fund or maintain Advances hereunder to such Designated Borrower, the Administrative Agent shall forthwith give notice thereof to the Company, whereupon such Lender shall have no obligation to make Advances to such Designated XxxxxxxxBorrower, until such Xxxxxx Lender notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Stanley Black & Decker, Inc.)
Illegality Etc. Anything in subsection (a) or (b) above to the contrary notwithstanding,
(i) if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its EurocurrencyApplicable Applicable Lending Office to perform its obligations hereunder to make Eurocurrency RateTerm Term SOFR Advances or EURIBOR Advances or to fund or maintain Eurocurrency RateTerm Term SOFR Advances or XXXXXXX Advances hereunder, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Company, whereupon (A) such Lender shall have no obligation to AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT make Eurocurrency RateTerm Term SOFR Advances or EURIBOR Advances, as applicable, or to convert Revolving Credit Advances into Eurocurrency RateTerm Term SOFR Advances or XXXXXXX Advances, as applicable, until such Lender notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist and (B) each Borrower shall be deemed to have converted all Eurocurrency RateTerm Term SOFR Advances or EURIBOR Advances, as applicable, of such Lender then outstanding into Base Rate Advances in accordance with Section 2.04 on and as of the date of the Administrative Agent’s receipt of such notice, unless and to the extent such notice directs that one or more Eurocurrency RateTerm Term SOFR Advances or EURIBOR Advances, as applicable, shall be so converted on the last day of the applicable Interest Period, provided that (w) before giving any such notice, such Xxxxxx agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for such 364-DAY CREDIT AGREEMENT suspension and conversion and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender, (x) any request by a Borrower for Eurocurrency RateTerm Term SOFR Advances or EURIBOR XXXXXXX Advances, as applicable, during a time when a LenderXxxxxx’s obligation to make, or convert Revolving Credit Advances into, Eurocurrency RateTerm Term SOFR Advances or XXXXXXX EURIBOR Advances, as applicable, shall be suspended hereunder shall be deemed to be a request for, or for conversion into, Base Rate Advances from such Lender (in the case of a Eurocurrency RateEURIBOR Advance denominated in an Alternate CurrencyEURIBOR Advance, in an amount equal to the Dollar Equivalent thereof), (y) all Revolving Credit Advances that would otherwise be made by such Lender Xxxxxx as Eurocurrency RateTerm Term SOFR Advances or EURIBOR Advances, as applicable, during any such suspension shall instead be made as Base Rate Advances (in the case of a Eurocurrency RateEURIBOR Advance denominated in an Alternate CurrencyEURIBOR Advance, in an amount equal to the Dollar Equivalent thereof) and (z) in the event any Lender shall notify the Administrative Agent and the Company of the occurrence of the circumstances causing such suspension under this Section 2.02(c), all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency RateTerm Term SOFR Advances or XXXXXXX Advances that would have been made by such Lender or the converted Eurocurrency RateTerm Term SOFR Advances or EURIBOR XXXXXXX Advances shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency RateTerm Term SOFR Advances or EURIBOR Advances;
(ii) (A) if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof (x) each Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist, the obligation of the Lenders to make or to Convert Advances into Term SOFR Advances shall be suspended and the Borrowers may revoke any pending request for a Term SOFR Advance, or Conversion of a Term SOFR Advance or, failing that, will be deemed to have converted such request into a request for an Advance of or a Conversion to a Base Rate Advance in the amount specified therein;
(iii) if the Required Lenders shall, at least one Business Day before the date of any requested Eurocurrency RateTerm SOFR Advance or EURIBOR Advance, notify the Administrative Agent that the EurocurrencyTerm SOFR or the EURIBO Rate, as applicable, for any Interest Period will not adequately reflect the cost to the Required Lenders of making, funding or maintaining their respective Eurocurrency RateTerm SOFR Advances or EURIBOR Advances, as applicable, for such Interest Period, the Administrative Agent shall forthwith so notify the Company and the Lenders, whereupon the Lenders shall have no obligation to make, or convert Revolving Credit Advances into, Eurocurrency RateTerm SOFR Advances or EURIBOR Advances, as applicable, until the Administrative Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist; and
(iv) if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender to perform its obligations hereunder to make Advances or to fund or maintain Advances hereunder to such Designated Borrower, the Administrative Agent shall forthwith give notice thereof to the Company, whereupon such Lender shall have no obligation to make Advances to such Designated Xxxxxxxx, until such Xxxxxx notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Stanley Black & Decker, Inc.)
Illegality Etc. Anything in subsection (a) or (b) above to the contrary notwithstanding,
(i) if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its EurocurrencyApplicable Eurocurrency Lending Office to perform its obligations hereunder to make Eurocurrency RateTerm SOFR Advances or EURIBOR Rate Advances or to fund or maintain Eurocurrency RateTerm SOFR Advances or XXXXXXX Rate Advances hereunder, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Company, whereupon (A) such Lender shall have no obligation to AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT make Eurocurrency RateTerm SOFR Advances or EURIBOR Rate Advances, as applicable, or to convert Revolving Credit Advances into Eurocurrency RateTerm SOFR Advances or XXXXXXX Rate Advances, as applicable, until such Lender notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist and (B) each Borrower shall be deemed to have converted all Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, of such Lender then outstanding into Base Rate Advances in accordance with Section 2.04 on and as of the date of the Administrative Agent’s receipt of such notice, unless and to the extent such notice directs that one or more Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, shall be so converted on the last day of the applicable Interest Period, provided that (w) before giving any such notice, such Xxxxxx Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for such suspension and conversion and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender, (x) 364-DAY CREDIT AGREEMENT any request by a Borrower for Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, during a time when a Lender’s obligation to make, or convert Revolving Credit Advances into, Eurocurrency RateTerm SOFR Rate Advances or XXXXXXX Advances, as applicable, shall be suspended hereunder shall be deemed to be a request for, or for conversion into, Base Rate Advances from such Lender (in the case of a Eurocurrency RateEURIBOR Rate Advance denominated in an Alternate Currency, in an amount equal to the Dollar Equivalent thereof), (y) all Revolving Credit Advances that would otherwise be made by such Lender as Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, during any such suspension shall instead be made as Base Rate Advances (in the case of a Eurocurrency RateEURIBOR Rate Advance denominated in an Alternate Currency, in an amount equal to the Dollar Equivalent thereof) and (z) in the event any Lender shall notify the Administrative Agent and the Company of the occurrence of the circumstances causing such suspension under this Section 2.02(c), all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency RateTerm SOFR Advances or XXXXXXX Rate Advances that would have been made by such Lender or the converted Eurocurrency RateTerm SOFR Advances or EURIBOR Rate Advances shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency RateTerm SOFR Advances or EURIBOR Rate Advances;
(ii) (A) if the Administrative Agent determines (which determination cannot furnish the Eurocurrency Rate for any Borrowing consisting of Eurocurrency Rate Advances because of conditions existing in the London interbank market, the right of the Borrowers to select Eurocurrency Rate Advances shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof (x) each Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) suspended until the Administrative Agent notifies shall notify the Company and the Lenders that the circumstances giving rise to causing such notice suspension no longer exist, the obligation of the Lenders to make or to Convert Advances into Term SOFR Advances shall be suspended and the Borrowers may revoke any pending request for a Term SOFR Advance, or Conversion of a Term SOFR Advance or, failing that, will be deemed to have converted such request into a request for an Advance of or a Conversion to a Base Rate Advance in the amount specified therein;
(iii) if the Required Lenders shall, at least one Business Day before the date of any requested Eurocurrency RateTerm SOFR Advance or EURIBOR Rate Advance, notify the Administrative Agent that the EurocurrencyTerm SOFR or the EURIBO Rate, as applicable, Eurocurrency Rate for any Interest Period will not adequately reflect the cost to the Required Lenders of making, funding or maintaining their respective Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, for such Interest Period, the Administrative Agent shall forthwith so notify the Company and the Lenders, whereupon the Lenders shall have no obligation to make, or convert Revolving Credit Advances into, Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, until the Administrative Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist; and
(iv) if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender to perform its obligations hereunder to make Advances or to fund or maintain Advances hereunder to such Designated Borrower, the Administrative Agent shall forthwith give notice thereof to the Company, whereupon such Lender shall have no obligation to make Advances to such Designated XxxxxxxxBorrower, until such Xxxxxx Lender notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist.. 364-DAY CREDIT AGREEMENT
Appears in 1 contract
Samples: 364 Day Credit Agreement (Stanley Black & Decker, Inc.)
Illegality Etc. Anything in subsection (a) or (b) above to the contrary notwithstanding,
(i) if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its EurocurrencyApplicable Eurocurrency Lending Office to perform its obligations AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT hereunder to make Eurocurrency RateTerm SOFR Advances or EURIBOR Rate Advances or to fund or maintain Eurocurrency RateTerm SOFR Advances or XXXXXXX Rate Advances hereunder, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Company, whereupon (A) such Lender shall have no obligation to AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT make Eurocurrency RateTerm SOFR Advances or EURIBOR Rate Advances, as applicable, or to convert Revolving Credit Advances into Eurocurrency RateTerm SOFR Advances or XXXXXXX Rate Advances, as applicable, until such Lender notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist and (B) each Borrower shall be deemed to have converted all Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, of such Lender then outstanding into Base Rate Advances in accordance with Section 2.04 on and as of the date of the Administrative Agent’s receipt of such notice, unless and to the extent such notice directs that one or more Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, shall be so converted on the last day of the applicable Interest Period, provided that (w) before giving any such notice, such Xxxxxx Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for such suspension and conversion and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender, (x) any request by a Borrower for Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, during a time when a Lender’s obligation to make, or convert Revolving Credit Advances into, Eurocurrency RateTerm SOFR Rate Advances or XXXXXXX Advances, as applicable, shall be suspended hereunder shall be deemed to be a request for, or for conversion into, Base Rate Advances from such Lender (in the case of a Eurocurrency RateEURIBOR Rate Advance denominated in an Alternate Currency, in an amount equal to the Dollar Equivalent thereof), (y) all Revolving Credit Advances that would otherwise be made by such Lender as Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, during any such suspension shall instead be made as Base Rate Advances (in the case of a Eurocurrency RateEURIBOR Rate Advance denominated in an Alternate Currency, in an amount equal to the Dollar Equivalent thereof) and (z) in the event any Lender shall notify the Administrative Agent and the Company of the occurrence of the circumstances causing such suspension under this Section 2.02(c), all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency RateTerm SOFR Advances or XXXXXXX Rate Advances that would have been made by such Lender or the converted Eurocurrency RateTerm SOFR Advances or EURIBOR Rate Advances shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency RateTerm SOFR Advances or EURIBOR Rate Advances;
(ii) (A) if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to furnish the definition thereof Eurocurrency Rate for any Revolving Credit Borrowing consisting of Eurocurrency Rate Advances because of conditions existing in the London interbank market, (x) each Term SOFR Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (in the case of a Eurocurrency Rate Advance denominated in an Alternate Currency, in an amount equal to the Dollar Equivalent thereof) and (y) until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist, the obligation of the Lenders to make or to Convert Advances into Term SOFR Eurocurrency Rate Advances (to the extent of the affected Eurocurrency Rate Advance or Interest Periods) shall be suspended and the Borrowers may revoke any pending request for a Term SOFR Eurocurrency Rate Advance, or Conversion of a Term SOFR Eurocurrency Rate Advance (to the extent of the affected Eurocurrency Rate Advance or Interest Period) or, failing that, will be deemed to have converted such request into a request for an Advance of or a Conversion to a Base Rate Advance in the amount specified therein;; AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT
(iii) if the Required Lenders shall, at least one Business Day before the date of any requested Eurocurrency RateTerm SOFR Advance or EURIBOR Rate Advance, notify the Administrative Agent that the EurocurrencyTerm SOFR or the EURIBO Rate, as applicable, Eurocurrency Rate for any Interest Period will not adequately reflect the cost to the Required Lenders of making, funding or maintaining their respective Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, for such Interest Period, the Administrative Agent shall forthwith so notify the Company and the Lenders, whereupon the Lenders shall have no obligation to make, or convert Revolving Credit Advances into, Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, until the Administrative Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist; and
(iv) if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender to perform its obligations hereunder to make Advances or to fund or maintain Advances hereunder to such Designated Borrower, the Administrative Agent shall forthwith give notice thereof to the Company, whereupon such Lender shall have no obligation to make Advances to such Designated XxxxxxxxBorrower, until such Xxxxxx Lender notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: Five Year Credit Agreement (Stanley Black & Decker, Inc.)
Illegality Etc. Anything in subsection (a) or (b) above to the contrary notwithstanding,
(i) if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority Governmental Authority asserts that it is unlawful, for such Lender or its EurocurrencyApplicable Applicable Lending Office to perform its obligations hereunder to make Eurocurrency RateTerm Term SOFR Advances or EURIBOR Advances or to fund or maintain Eurocurrency RateTerm Term SOFR Advances or XXXXXXX EURIBOR Advances hereunder, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Company, whereupon (A) such Lender shall have no obligation to AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT make Eurocurrency RateTerm Term SOFR Advances or EURIBOR XXXXXXX Advances, as applicable, or to convert Revolving Credit Advances into Eurocurrency RateTerm Term SOFR Advances or XXXXXXX Advances, as applicable, until such Lender notifies the Company and the 364-DAY CREDIT AGREEMENT Administrative Agent that the circumstances causing such suspension no longer exist and (B) each Borrower shall be deemed to have converted all Eurocurrency RateTerm Term SOFR Advances or EURIBOR Advances, as applicable, of such Lender then outstanding into Base Rate Advances in accordance with Section 2.04 on and as of the date of the Administrative Agent’s receipt of such notice, unless and to the extent such notice directs that one or more Eurocurrency RateTerm Term SOFR Advances or EURIBOR Advances, as applicable, shall be so converted on the last day of the applicable Interest Period, provided that (w) before giving any such notice, such Xxxxxx agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for such suspension and conversion and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender, (x) any request by a Borrower for Eurocurrency RateTerm Term SOFR Advances or EURIBOR Advances, as applicable, during a time when a LenderXxxxxx’s obligation to make, or convert Revolving Credit Advances into, Eurocurrency RateTerm Term SOFR Advances or XXXXXXX Advances, as applicable, shall be suspended hereunder shall be deemed to be a request for, or for conversion into, Base Rate Advances from such Lender (in the case of a Eurocurrency RateEURIBOR Advance denominated in an Alternate CurrencyEURIBOR Advance, in an amount equal to the Dollar Equivalent thereof), (y) all Revolving Credit Advances that would otherwise be made by such Lender as Eurocurrency RateTerm Term SOFR Advances or EURIBOR Advances, as applicable, during any such suspension shall instead be made as Base Rate Advances (in the case of a Eurocurrency RateEURIBOR Advance denominated in an Alternate CurrencyEURIBOR Advance, in an amount equal to the Dollar Equivalent thereof) and (z) in the event any Lender shall notify the Administrative Agent and the Company of the occurrence of the circumstances causing such suspension under this Section 2.02(c), all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency RateTerm Term SOFR Advances or XXXXXXX Advances that would have been made by such Lender or the converted Eurocurrency RateTerm Term SOFR Advances or EURIBOR XXXXXXX Advances shall instead be applied to repay the Base Rate Advances made by such Lender Xxxxxx in lieu of, or resulting from the conversion of, such Eurocurrency RateTerm Term SOFR Advances or EURIBOR XXXXXXX Advances;
(ii) (A) if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof (x) each Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert convert into a Base Rate Advance and (y) until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist, the obligation of the Lenders to make or to Convert convert Advances into Term SOFR Advances shall be suspended and the Borrowers may revoke any pending request for a Term SOFR Advance, or Conversion conversion of a Term SOFR Advance or, failing that, will be deemed to have converted such request into a request for an Advance of or a Conversion conversion to a Base Rate Advance in the amount specified therein;
(iii) if the Required Lenders shall, at least one Business Day before the date of any requested Eurocurrency RateTerm SOFR Advance or EURIBOR Advance, notify the Administrative Agent that the EurocurrencyTerm SOFR or the EURIBO Rate, as applicable, for any Interest Period will not adequately reflect the cost to the Required Lenders of making, funding or maintaining their respective Eurocurrency RateTerm SOFR Advances or EURIBOR Advances, as applicable, for such Interest Period, the Administrative Agent shall forthwith so notify the Company and the Lenders, whereupon the Lenders shall have no obligation to make, or convert Revolving Credit Advances into, Eurocurrency RateTerm SOFR Advances or EURIBOR Advances, as applicable, until the Administrative Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist; and
(iv) if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender to perform its obligations hereunder to make Advances or to fund or maintain Advances hereunder to such Designated Borrower, the Administrative Agent shall forthwith give notice thereof to the Company, whereupon such Lender shall have no obligation to make Advances to such Designated Xxxxxxxx, until such Xxxxxx notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Stanley Black & Decker, Inc.)
Illegality Etc. Anything in subsection (a) or (b) above to the contrary notwithstanding,
(i) if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority Governmental Authority asserts that it is unlawful, for such Lender or its EurocurrencyApplicable Applicable Lending Office to perform its obligations hereunder to make Eurocurrency RateTerm Term SOFR Advances or EURIBOR Advances or to fund or maintain Eurocurrency RateTerm Term SOFR Advances or XXXXXXX EURIBOR Advances hereunder, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Company, whereupon (A) such Lender shall have no obligation to AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT make Eurocurrency RateTerm Term SOFR Advances or EURIBOR XXXXXXX Advances, as applicable, or to convert Revolving Credit Advances into Eurocurrency RateTerm Term SOFR Advances or XXXXXXX Advances, as applicable, until such Lender notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist and (B) each Borrower shall be deemed to have converted all Eurocurrency RateTerm Term SOFR Advances or EURIBOR Advances, as applicable, of such Lender then outstanding into Base Rate Advances in accordance with Section 2.04 on and as of the date of the Administrative Agent’s receipt of such notice, unless and to the extent such notice directs that one or more Eurocurrency RateTerm Term SOFR Advances or EURIBOR Advances, as applicable, shall be so converted on the last day of the applicable Interest Period, provided that (w) before giving any such notice, such Xxxxxx Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for such suspension and conversion and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender, (x) any request by a Borrower for Eurocurrency RateTerm Term SOFR Advances or EURIBOR Advances, as applicable, during a time when a Lender’s obligation to make, or convert Revolving Credit Advances into, Eurocurrency RateTerm Term SOFR Advances or XXXXXXX EURIBOR Advances, as applicable, shall be suspended hereunder shall be deemed to be a request for, or for conversion into, Base Rate Advances from such Lender (in the case of a Eurocurrency RateEURIBOR Advance denominated in an Alternate CurrencyEURIBOR Advance, in an amount equal to the Dollar Equivalent thereof), (y) all Revolving Credit Advances that would otherwise be made by such Lender as Eurocurrency RateTerm Term SOFR Advances or EURIBOR Advances, as applicable, during any such suspension shall instead be made as Base Rate Advances (in the case of a Eurocurrency RateEURIBOR Advance denominated in an Alternate CurrencyEURIBOR Advance, in an amount equal to the Dollar Equivalent thereof) and (z) in the event any Lender shall notify the Administrative Agent and the Company of the occurrence of the circumstances causing such suspension under this Section 2.02(c), all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency RateTerm Term SOFR Advances or XXXXXXX EURIBOR Advances that would have been made by such Lender or the converted Eurocurrency RateTerm Term SOFR Advances or EURIBOR XXXXXXX Advances shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency RateTerm Term SOFR Advances or EURIBOR XXXXXXX Advances;
(ii) (A) if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof (x) each Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert convert into a Base Rate Advance and (y) until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist, the obligation of the Lenders to make or to Convert convert Advances into Term SOFR Advances shall be suspended and the Borrowers may revoke any pending request for a Term SOFR Advance, or Conversion conversion of a Term SOFR Advance or, failing that, will be deemed to have converted such request into a request for an Advance of or a Conversion conversion to a Base Rate Advance in the amount specified therein;
(iii) if the Required Lenders shall, at least one Business Day before the date of any requested Eurocurrency RateTerm SOFR Advance or EURIBOR Advance, notify the Administrative Agent that the EurocurrencyTerm SOFR or the EURIBO Rate, as applicable, for any Interest Period will not adequately reflect the cost to the Required Lenders of making, funding or maintaining their respective Eurocurrency RateTerm SOFR Advances or EURIBOR Advances, as applicable, for such Interest Period, the Administrative Agent shall forthwith so notify the Company and the Lenders, whereupon the Lenders shall have no obligation to make, or convert Revolving Credit Advances into, Eurocurrency RateTerm SOFR Advances or EURIBOR Advances, as applicable, until the Administrative Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist; and
(iv) if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender to perform its obligations hereunder to make Advances or to fund or maintain Advances hereunder to such Designated Borrower, the Administrative Agent shall forthwith give notice thereof to the Company, whereupon such Lender shall have no obligation to make Advances to such Designated Xxxxxxxx, until such Xxxxxx notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist.AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT
Appears in 1 contract
Samples: Five Year Credit Agreement (Stanley Black & Decker, Inc.)
Illegality Etc. Anything in subsection (a) or (b) above to the contrary notwithstanding,
(i) if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its EurocurrencyApplicable Eurocurrency Lending Office to perform its obligations hereunder to make Eurocurrency RateTerm SOFR Advances or EURIBOR Rate Advances or to fund or maintain Eurocurrency RateTerm SOFR Advances or XXXXXXX Rate Advances hereunder, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Company, whereupon (A) such Lender shall have no obligation to AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT make Eurocurrency RateTerm SOFR Advances or EURIBOR Rate Advances, as applicable, or to convert Revolving Credit Advances into Eurocurrency RateTerm SOFR Advances or XXXXXXX Rate Advances, as applicable, until such Lender notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist and (B) each Borrower shall be deemed to have converted all Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, of such Lender then outstanding into Base Rate Advances in accordance with Section 2.04 on and as of the date of the Administrative Agent’s receipt of such notice, unless and to the extent such notice directs that one or more Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, shall be so converted on the last day of the applicable Interest Period, provided that (w) before giving any such notice, such Xxxxxx Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for such suspension and conversion and would not, in the 364-DAY CREDIT AGREEMENT reasonable judgment of such Lender, be otherwise disadvantageous to such Lender, (x) any request by a Borrower for Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, during a time when a Lender’s obligation to make, or convert Revolving Credit Advances into, Eurocurrency RateTerm SOFR Rate Advances or XXXXXXX Advances, as applicable, shall be suspended hereunder shall be deemed to be a request for, or for conversion into, Base Rate Advances from such Lender (in the case of a Eurocurrency RateEURIBOR Rate Advance denominated in an Alternate Currency, in an amount equal to the Dollar Equivalent thereof), (y) all Revolving Credit Advances that would otherwise be made by such Lender as Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, during any such suspension shall instead be made as Base Rate Advances (in the case of a Eurocurrency RateEURIBOR Rate Advance denominated in an Alternate Currency, in an amount equal to the Dollar Equivalent thereof) and (z) in the event any Lender shall notify the Administrative Agent and the Company of the occurrence of the circumstances causing such suspension under this Section 2.02(c), all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency RateTerm SOFR Advances or XXXXXXX Rate Advances that would have been made by such Lender or the converted Eurocurrency RateTerm SOFR Advances or EURIBOR Rate Advances shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency RateTerm SOFR Advances or EURIBOR Rate Advances;
(ii) (A) if the Administrative Agent determines (which determination cannot furnish the Eurocurrency Rate for any Borrowing consisting of Eurocurrency Rate Advances because of conditions existing in the London interbank market, the right of the Borrowers to select Eurocurrency Rate Advances shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof (x) each Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) suspended until the Administrative Agent notifies shall notify the Company and the Lenders that the circumstances giving rise to causing such notice suspension no longer exist, the obligation of the Lenders to make or to Convert Advances into Term SOFR Advances shall be suspended and the Borrowers may revoke any pending request for a Term SOFR Advance, or Conversion of a Term SOFR Advance or, failing that, will be deemed to have converted such request into a request for an Advance of or a Conversion to a Base Rate Advance in the amount specified therein;
(iii) if the Required Lenders shall, at least one Business Day before the date of any requested Eurocurrency RateTerm SOFR Advance or EURIBOR Rate Advance, notify the Administrative Agent that the EurocurrencyTerm SOFR or the EURIBO Rate, as applicable, Eurocurrency Rate for any Interest Period will not adequately reflect the cost to the Required Lenders of making, funding or maintaining their respective Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, for such Interest Period, the Administrative Agent shall forthwith so notify the Company and the Lenders, whereupon the Lenders shall have no obligation to make, or convert Revolving Credit Advances into, Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, until the Administrative Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist; and
(iv) if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender to perform its obligations hereunder to make Advances or to fund or maintain Advances hereunder to such Designated Borrower, the Administrative Agent shall forthwith give notice thereof to the Company, whereupon such Lender shall have no obligation to make Advances to such Designated XxxxxxxxBorrower, until such Xxxxxx Lender notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist.. 364-DAY CREDIT AGREEMENT
Appears in 1 contract
Samples: 364 Day Credit Agreement (Stanley Black & Decker, Inc.)
Illegality Etc. Anything in subsection (a) or (b) above to the contrary notwithstanding,
(i) if any Lender shall shall, at least one Business Day before the date of any requested Eurodollar Rate Advance or the date of any conversion to or continuation of a Eurodollar Rate Advance, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its EurocurrencyApplicable Eurodollar Lending Office to perform its obligations hereunder to make Eurocurrency RateTerm SOFR Advances or EURIBOR Eurodollar Rate Advances or to fund or maintain Eurocurrency RateTerm SOFR Advances or XXXXXXX Eurodollar Rate Advances hereunder, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Company, whereupon (A) such Lender shall have no obligation to AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT make Eurocurrency RateTerm SOFR Advances or EURIBOR Eurodollar Rate Advances, as applicable, or to convert Revolving Credit Advances into Eurocurrency RateTerm SOFR Advances or XXXXXXX Eurodollar Rate Advances, as applicable, until such Lender notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist and (B) each Borrower shall be deemed to have converted all Eurocurrency RateTerm SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, of such Lender then outstanding into Base Rate Advances in accordance with Section 2.04 on and as of the date of the Administrative Agent’s receipt of such notice, unless and to the extent such notice directs that one or more Eurocurrency RateTerm SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, shall be so converted on the last day of the applicable Interest Period, provided that (w) before giving any such notice, such Xxxxxx Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for such suspension and conversion and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender, (x) any request by a Borrower for Eurocurrency RateTerm SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, during a time when a Lender’s obligation to make, or convert Revolving Credit Advances into, Eurocurrency RateTerm SOFR Eurodollar Rate Advances or XXXXXXX Advances, as applicable, shall be suspended hereunder shall be deemed to be a request for, or for conversion into, Base Rate Advances from such Lender (in the case of a Eurocurrency RateEURIBOR Advance denominated in an Alternate Currency, in an amount equal to the Dollar Equivalent thereof)Lender, (y) all Revolving Credit Advances that would otherwise be made by such Lender as Eurocurrency RateTerm SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, during any such suspension shall instead be made as Base Rate Advances (in the case of a Eurocurrency RateEURIBOR Advance denominated in an Alternate Currency, in an amount equal to the Dollar Equivalent thereof) and (z) in the event any Lender shall notify the Administrative Agent and the Company of the occurrence of the circumstances causing such suspension under this Section 2.02(c), all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency RateTerm SOFR Advances or XXXXXXX Eurodollar Rate Advances that would have been made by such Lender or the converted Eurocurrency RateTerm SOFR Advances or EURIBOR Eurodollar Rate Advances shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency RateTerm SOFR Advances or EURIBOR Eurodollar Rate Advances;
(ii) (A) if the Administrative Agent determines (which determination Reference Bank cannot furnish the Eurodollar Rate for any Borrowing consisting of Eurodollar Rate Advances because of conditions existing in the London interbank market, the right of the Borrowers to select Eurodollar Rate Advances shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof (x) each Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) suspended until the Administrative Agent notifies Reference Bank shall notify the Company and the Lenders that the circumstances giving rise to causing such notice suspension no longer exist, the obligation of the Lenders to make or to Convert Advances into Term SOFR Advances shall be suspended and the Borrowers may revoke any pending request for a Term SOFR Advance, or Conversion of a Term SOFR Advance or, failing that, will be deemed to have converted such request into a request for an Advance of or a Conversion to a Base Rate Advance in the amount specified therein;; and
(iii) if the Required Lenders shall, at least one Business Day before the date of any requested Eurocurrency RateTerm SOFR Advance or EURIBOR Eurodollar Rate Advance, notify the Administrative Agent that the EurocurrencyTerm SOFR or the EURIBO Rate, as applicable, Eurodollar Rate for any Interest Period will not adequately reflect the cost to the Required Lenders of making, funding or maintaining their respective Eurocurrency RateTerm SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, for such Interest Period, the Administrative Agent shall forthwith so notify the Company and the Lenders, whereupon the Lenders shall have no obligation to make, or convert Revolving Credit Advances into, Eurocurrency RateTerm SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, until the Administrative Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist; and
(iv) if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender to perform its obligations hereunder to make Advances or to fund or maintain Advances hereunder to such Designated Borrower, the Administrative Agent shall forthwith give notice thereof to the Company, whereupon such Lender shall have no obligation to make Advances to such Designated Xxxxxxxx, until such Xxxxxx notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: Credit Agreement (Stanley Works)
Illegality Etc. Anything in subsection (a) or (b) above to the contrary notwithstanding,
(i) if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its EurocurrencyApplicable Eurocurrency Lending Office to perform its obligations hereunder to make Eurocurrency RateTerm SOFR Advances or EURIBOR Rate Advances or to fund or maintain Eurocurrency RateTerm SOFR Advances or XXXXXXX Rate Advances hereunder, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Company, whereupon (A) such Lender shall have no obligation to AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT make Eurocurrency RateTerm SOFR Advances or EURIBOR Rate Advances, as applicable, or to convert Revolving Credit Advances into Eurocurrency RateTerm SOFR Advances or XXXXXXX Rate Advances, as applicable, until such Lender notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist and (B) each Borrower shall be deemed to have converted all Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, of such Lender then outstanding into Base Rate Advances in accordance with Section 2.04 on and as of the date of the Administrative Agent’s receipt of such notice, unless and to the extent such notice directs that one or more Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, shall be so converted on the last day of the applicable Interest Period, provided that (w) before giving any such notice, such Xxxxxx Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for such suspension and conversion and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender, (x) any request by a Borrower for Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, during a time when a Lender’s obligation to make, or convert Revolving Credit Advances into, Eurocurrency RateTerm SOFR Rate Advances or XXXXXXX Advances, as applicable, shall be suspended hereunder shall be deemed to be a request for, or for conversion into, Base Rate Advances from such Lender (in the case of a Eurocurrency RateEURIBOR Advance denominated in an Alternate Currency, in an amount equal to the Dollar Equivalent thereof)Lender, (y) all Revolving Credit Advances that would otherwise be made by such Lender as Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, during any such suspension shall instead be made as Base Rate Advances (in the case of a Eurocurrency RateEURIBOR Advance denominated in an Alternate Currency, in an amount equal to the Dollar Equivalent thereof) and (z) in the event any Lender shall notify the Administrative Agent and the Company of the occurrence of the circumstances causing such suspension under this Section 2.02(c), all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency RateTerm SOFR Advances or XXXXXXX Rate Advances that would have been made by such Lender or the converted Eurocurrency RateTerm SOFR Advances or EURIBOR Rate Advances shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency RateTerm SOFR Advances or EURIBOR Rate Advances;
(ii) (A) if the Administrative Agent determines (which determination cannot furnish the Eurocurrency Rate for any Revolving Credit Borrowing consisting of Eurocurrency Rate Advances because of conditions existing in the London interbank market, the right of the Borrowers to select Eurocurrency Rate Advances shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof (x) each Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) suspended until the Administrative Agent notifies shall notify the Company and the Lenders that the circumstances giving rise to causing such notice suspension no longer exist, the obligation of the Lenders to make or to Convert Advances into Term SOFR Advances shall be suspended and the Borrowers may revoke any pending request for a Term SOFR Advance, or Conversion of a Term SOFR Advance or, failing that, will be deemed to have converted such request into a request for an Advance of or a Conversion to a Base Rate Advance in the amount specified therein;
(iii) if the Required Lenders shall, at least one Business Day before the date of any requested Eurocurrency RateTerm SOFR Advance or EURIBOR Rate Advance, notify the Administrative Agent that the EurocurrencyTerm SOFR or the EURIBO Rate, as applicable, Eurocurrency Rate for any Interest Period will not adequately reflect the cost to the Required Lenders of making, funding or maintaining their respective Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, for such Interest Period, the Administrative Agent shall forthwith so notify the Company and the Lenders, whereupon the Lenders shall have no obligation to make, or convert Revolving Credit Advances into, Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, until the Administrative Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist; and
(iv) if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender to perform its obligations hereunder to make Advances or to fund or maintain Advances hereunder to such Designated Borrower, the Administrative Agent shall forthwith give notice thereof to the Company, whereupon such Lender shall have no obligation to make Advances to such Designated XxxxxxxxBorrower, until such Xxxxxx Lender notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Stanley Black & Decker, Inc.)
Illegality Etc. Anything in subsection (a) or (b) above to the contrary notwithstanding,
(i) if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its EurocurrencyApplicable Applicable Lending Office to perform its obligations hereunder to make Eurocurrency RateTerm Term SOFR Advances or EURIBOR Advances or to fund or maintain Eurocurrency RateTerm Term SOFR Advances or XXXXXXX Advances hereunder, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Company, whereupon (A) such Lender shall have no obligation to AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT make Eurocurrency RateTerm Term SOFR Advances or EURIBOR Advances, as applicable, or to convert Revolving Credit Advances into Eurocurrency RateTerm Term SOFR Advances or XXXXXXX Advances, as applicable, until such Lender notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist and (B) each Borrower shall be deemed to have converted all Eurocurrency RateTerm Term SOFR Advances or EURIBOR Advances, as applicable, of such Lender then outstanding into Base Rate Advances in accordance with Section 2.04 on and as of the date of the Administrative Agent’s receipt of such notice, unless and to the extent such notice directs that one or more Eurocurrency RateTerm Term SOFR Advances or EURIBOR Advances, as applicable, shall be so converted on the last day of the applicable Interest Period, provided that (w) before giving any such notice, such Xxxxxx Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for such suspension and conversion and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender, (x) any request by a Borrower for Eurocurrency RateTerm Term SOFR Advances or EURIBOR Advances, as applicable, during a time when a Lender’s obligation to make, or convert Revolving Credit Advances into, Eurocurrency RateTerm Term SOFR Advances or XXXXXXX Advances, as applicable, shall be suspended hereunder shall be deemed to be a request for, or for conversion into, Base Rate Advances from such Lender (in the case of a Eurocurrency RateEURIBOR Advance denominated in an Alternate Currency, in an amount equal to the Dollar Equivalent thereof)Lender, (y) all Revolving Credit Advances that would otherwise be made by such Lender as Eurocurrency RateTerm Term SOFR Advances or EURIBOR Advances, as applicable, during any such suspension shall instead be made as Base Rate Advances (in the case of a Eurocurrency RateEURIBOR Advance denominated in an Alternate Currency, in an amount equal to the Dollar Equivalent thereof) and (z) in the event any Lender shall notify the Administrative Agent and the Company of the occurrence of the circumstances causing such suspension under this Section 2.02(c), all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency RateTerm Term SOFR Advances or XXXXXXX Advances that would have been made by such Lender or the converted Eurocurrency RateTerm Term SOFR Advances or EURIBOR Advances shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency RateTerm Term SOFR Advances or EURIBOR Advances;
(ii) (A) if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof (x) each Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) until the Administrative Agent notifies the Company and the 364-DAY CREDIT AGREEMENT Lenders that the circumstances giving rise to such notice no longer exist, the obligation of the Lenders to make or to Convert Advances into Term SOFR Advances shall be suspended and the Borrowers may revoke any pending request for a Term SOFR Advance, or Conversion of a Term SOFR Advance or, failing that, will be deemed to have converted such request into a request for an Advance of or a Conversion to a Base Rate Advance in the amount specified therein;
(iii) if the Required Lenders shall, at least one Business Day before the date of any requested Eurocurrency RateTerm Term SOFR Advance or EURIBOR Advance, notify the Administrative Agent that the EurocurrencyTerm Term SOFR or the EURIBO Rate, as applicable, for any Interest Period will not adequately reflect the cost to the Required Lenders of making, funding or maintaining their respective Eurocurrency RateTerm Term SOFR Advances or EURIBOR Advances, as applicable, for such Interest Period, the Administrative Agent shall forthwith so notify the Company and the Lenders, whereupon the Lenders shall have no obligation to make, or convert Revolving Credit Advances into, Eurocurrency RateTerm Term SOFR Advances or EURIBOR Advances, as applicable, until the Administrative Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist; and
(iv) if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender to perform its obligations hereunder to make Advances or to fund or maintain Advances hereunder to such Designated Borrower, the Administrative Agent shall forthwith give notice thereof to the Company, whereupon such Lender shall have no obligation to make Advances to such Designated XxxxxxxxBorrower, until such Xxxxxx Lender notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Stanley Black & Decker, Inc.)
Illegality Etc. Anything in subsection (a) or (b) above to the contrary notwithstanding,
(i) if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its EurocurrencyApplicable Eurocurrency Lending Office to perform its obligations hereunder to make Eurocurrency RateTerm SOFR Advances or EURIBOR Rate Advances or to fund or maintain Eurocurrency RateTerm SOFR Advances or XXXXXXX Rate Advances hereunder, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Company, whereupon (A) such Lender shall have no obligation to AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT make Eurocurrency RateTerm SOFR Advances or EURIBOR Rate Advances, as applicable, or to convert Revolving Credit Advances into Eurocurrency RateTerm SOFR Advances or XXXXXXX Rate Advances, as applicable, until such Lender notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist and (B) each Borrower shall be deemed to have converted all Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, of such Lender then outstanding into Base Rate Advances in accordance with Section 2.04 on and as of the date of the Administrative Agent’s receipt of such notice, unless and to the extent such notice directs that one or more Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, shall be so converted on the last day of the applicable Interest Period, provided that (w) before giving any such notice, such Xxxxxx Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for such suspension and conversion and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender, (x) any request by a Borrower for Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, during a time when a Lender’s obligation to make, or convert Revolving Credit Advances into, Eurocurrency RateTerm SOFR Rate Advances or XXXXXXX Advances, as applicable, shall be suspended hereunder shall be deemed to be a request for, or for conversion into, Base Rate Advances from such Lender (in the case of a Eurocurrency RateEURIBOR Rate Advance denominated in an Alternate Currency, in an amount equal to the Dollar Equivalent thereof), (y) all Revolving Credit Advances that would otherwise be made by such Lender as Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, during any such suspension shall instead be made as Base Rate Advances (in the case of a Eurocurrency RateEURIBOR Rate Advance denominated in an Alternate Currency, in an amount equal to the Dollar Equivalent thereof) and (z) in the event any Lender shall notify the Administrative Agent and the Company of the occurrence of the circumstances causing such suspension under this Section 2.02(c), all 364-DAY CREDIT AGREEMENT payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency RateTerm SOFR Advances or XXXXXXX Rate Advances that would have been made by such Lender or the converted Eurocurrency RateTerm SOFR Advances or EURIBOR Rate Advances shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency RateTerm SOFR Advances or EURIBOR Rate Advances;
(ii) (A) if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to furnish the definition thereof Eurocurrency Rate for any Borrowing consisting of Eurocurrency Rate Advances because of conditions existing in the London interbank market, (x) each Term SOFR Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (in the case of a Eurocurrency Rate Advance denominated in an Alternate Currency, in an amount equal to the Dollar Equivalent thereof) and (y) until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist, the obligation of the Lenders to make or to Convert Advances into Term SOFR Eurocurrency Rate Advances (to the extent of the affected Eurocurrency Rate Advance or Interest Periods) shall be suspended and the Borrowers may revoke any pending request for a Term SOFR Eurocurrency Rate Advance, or Conversion of a Term SOFR Eurocurrency Rate Advance (to the extent of the affected Eurocurrency Rate Advance or Interest Period) or, failing that, will be deemed to have converted such request into a request for an Advance of or a Conversion to a Base Rate Advance in the amount specified therein;
(iii) if the Required Lenders shall, at least one Business Day before the date of any requested Eurocurrency RateTerm SOFR Advance or EURIBOR Rate Advance, notify the Administrative Agent that the EurocurrencyTerm SOFR or the EURIBO Rate, as applicable, Eurocurrency Rate for any Interest Period will not adequately reflect the cost to the Required Lenders of making, funding or maintaining their respective Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, for such Interest Period, the Administrative Agent shall forthwith so notify the Company and the Lenders, whereupon the Lenders shall have no obligation to make, or convert Revolving Credit Advances into, Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, until the Administrative Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist; and
(iv) if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender to perform its obligations hereunder to make Advances or to fund or maintain Advances hereunder to such Designated Borrower, the Administrative Agent shall forthwith give notice thereof to the Company, whereupon such Lender shall have no obligation to make Advances to such Designated XxxxxxxxBorrower, until such Xxxxxx Lender notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Stanley Black & Decker, Inc.)
Illegality Etc. Anything in subsection (a) or (b) above to the contrary notwithstanding,
(i) if any Lender shall shall, at least one Business Day before the date of any requested Eurodollar Advance or the date of any conversion to or continuation of a Eurodollar Rate Advance, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its EurocurrencyApplicable Eurodollar Lending Office to perform its obligations hereunder to make Eurocurrency RateTerm SOFR Advances or EURIBOR Eurodollar Rate Advances or to fund or maintain Eurocurrency RateTerm SOFR Advances or XXXXXXX Eurodollar Rate Advances hereunder, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the CompanyBorrower, whereupon (A) such Lender shall have no obligation to AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT make Eurocurrency RateTerm SOFR Advances or EURIBOR Eurodollar Rate Advances, as applicable, or to convert Revolving Credit Advances into Eurocurrency RateTerm SOFR Advances or XXXXXXX Eurodollar Rate Advances, as applicable, until such Lender notifies the Company Borrower and the Administrative Agent that the circumstances causing such suspension no longer exist and (B) each the Borrower shall be deemed to have converted all Eurocurrency RateTerm SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, of such Lender then outstanding into Base Rate Advances in accordance with Section 2.04 on and as of the date of the Administrative Agent’s receipt of such notice, unless and to the extent such notice directs that one or more Eurocurrency RateTerm SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, shall be so converted on the last day of the applicable Interest Period, provided that (w) before giving any such notice, such Xxxxxx Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for such suspension and conversion and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender, (x) any request by a the Borrower for Eurocurrency RateTerm SOFR CREDIT AGREEMENT Eurodollar Rate Advances or EURIBOR Advances, as applicable, during a time when a Lender’s obligation to make, or convert Revolving Credit Advances into, Eurocurrency RateTerm SOFR Eurodollar Rate Advances or XXXXXXX Advances, as applicable, shall be suspended hereunder shall be deemed to be a request for, or for conversion into, Base Rate Advances from such Lender (in the case of a Eurocurrency RateEURIBOR Advance denominated in an Alternate Currency, in an amount equal to the Dollar Equivalent thereof)Lender, (y) all Revolving Credit Advances that would otherwise be made by such Lender as Eurocurrency RateTerm SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, during any such suspension shall instead be made as Base Rate Advances (in the case of a Eurocurrency RateEURIBOR Advance denominated in an Alternate CurrencyAdvances, in an amount equal to the Dollar Equivalent thereof) and (z) in the event any Lender shall notify the Administrative Agent and the Company Borrower of the occurrence of the circumstances causing such suspension under this Section 2.02(c), all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency RateTerm SOFR Advances or XXXXXXX Eurodollar Rate Advances that would have been made by such Lender or the converted Eurocurrency RateTerm SOFR Advances or EURIBOR Eurodollar Rate Advances shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency RateTerm SOFR Advances or EURIBOR Eurodollar Rate Advances;
(ii) (A) if the Administrative Agent determines (which determination Reference Bank cannot furnish the Eurodollar Rate for any Committed Borrowing consisting of Eurodollar Rate Advances because of conditions existing in the London interbank market, the right of the Borrower to select Eurodollar Rate Advances shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof (x) each Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) suspended until the Administrative Agent notifies Reference Bank shall notify the Company Borrower and the Lenders that the circumstances giving rise to causing such notice suspension no longer exist, the obligation of the Lenders to make or to Convert Advances into Term SOFR Advances shall be suspended and the Borrowers may revoke any pending request for a Term SOFR Advance, or Conversion of a Term SOFR Advance or, failing that, will be deemed to have converted such request into a request for an Advance of or a Conversion to a Base Rate Advance in the amount specified therein;; and
(iii) if the Required Lenders shall, at least one Business Day before the date of any requested Eurocurrency RateTerm SOFR Advance or EURIBOR Eurodollar Rate Advance, notify the Administrative Agent that the EurocurrencyTerm SOFR or the EURIBO Rate, as applicable, Eurodollar Rate for any Interest Period will not adequately reflect the cost to the Required Lenders of making, funding or maintaining their respective Eurocurrency RateTerm SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, for such Interest Period, the Administrative Agent shall forthwith so notify the Company Borrower and the Lenders, whereupon the Lenders shall have no obligation to make, or convert Revolving Credit Committed Advances into, Eurocurrency RateTerm SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, until the Administrative Agent shall notify the Company Borrower and the Lenders that the circumstances causing such suspension no longer exist; and
(iv) if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender to perform its obligations hereunder to make Advances or to fund or maintain Advances hereunder to such Designated Borrower, the Administrative Agent shall forthwith give notice thereof to the Company, whereupon such Lender shall have no obligation to make Advances to such Designated Xxxxxxxx, until such Xxxxxx notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: Credit Agreement (Stanley Works)
Illegality Etc. Anything in subsection (a) or (b) above to the contrary notwithstanding,
(i) if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its EurocurrencyApplicable Eurocurrency Lending Office to perform its obligations hereunder to make Eurocurrency RateTerm SOFR Advances or EURIBOR Rate Advances or to fund or maintain Eurocurrency RateTerm SOFR Advances or XXXXXXX Rate Advances hereunder, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Company, whereupon (A) such Lender shall have no obligation to AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT make Eurocurrency RateTerm SOFR Advances or EURIBOR Rate Advances, as applicable, or to convert Revolving Credit Advances into Eurocurrency RateTerm SOFR Advances or XXXXXXX Rate Advances, as applicable, until such Lender notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist and (B) each Borrower shall be deemed to have converted all Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, of such Lender then outstanding into Base Rate Advances in accordance with Section 2.04 on and as of the date of the Administrative Agent’s receipt of such notice, unless and to the extent such notice directs that one or more Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, shall be so converted on the last day of the applicable Interest Period, provided that (w) before giving any such notice, such Xxxxxx Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for such suspension and conversion and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender, (x) any request by a Borrower for Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, during a time when a Lender’s obligation to make, or convert Revolving Credit Advances into, Eurocurrency RateTerm SOFR Rate Advances or XXXXXXX Advances, as applicable, shall be suspended hereunder shall be deemed to be a request for, or for conversion into, Base Rate Advances from such Lender (in the case of a Eurocurrency RateEURIBOR Advance denominated in an Alternate Currency, in an amount equal to the Dollar Equivalent thereof)Lender, (y) all Revolving Credit Advances that would otherwise be made by such Lender as Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, during any such suspension shall instead be made as Base Rate Advances (in the case of a Eurocurrency RateEURIBOR Advance denominated in an Alternate Currency, in an amount equal to the Dollar Equivalent thereof) and (z) in the event any Lender shall notify the Administrative Agent and the Company of the occurrence of the circumstances causing such suspension under this Section 2.02(c), all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency RateTerm SOFR Advances or XXXXXXX Rate Advances that would have been made by such Lender or the converted Eurocurrency RateTerm SOFR Advances or EURIBOR Rate Advances shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency RateTerm SOFR Advances or EURIBOR Rate Advances;
(ii) (A) if the Administrative Agent determines (which determination cannot furnish the Eurocurrency Rate for any Borrowing consisting of Eurocurrency Rate Advances because of conditions existing in the London interbank market, the right of the Borrowers to select Eurocurrency Rate Advances shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof (x) each Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) suspended until the Administrative Agent notifies shall notify the Company and the Lenders that the circumstances giving rise to causing such notice suspension no longer exist, the obligation of the Lenders to make or to Convert Advances into Term SOFR Advances shall be suspended and the Borrowers may revoke any pending request for a Term SOFR Advance, or Conversion of a Term SOFR Advance or, failing that, will be deemed to have converted such request into a request for an Advance of or a Conversion to a Base Rate Advance in the amount specified therein;
(iii) if the Required Lenders shall, at least one Business Day before the date of any requested Eurocurrency RateTerm SOFR Advance or EURIBOR Rate Advance, notify the Administrative Agent that the EurocurrencyTerm SOFR or the EURIBO Rate, as applicable, Eurocurrency Rate for any Interest Period will not adequately reflect the cost to the Required Lenders of making, funding or maintaining their respective Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, for such Interest Period, the Administrative Agent shall forthwith so notify the Company and the Lenders, whereupon the Lenders shall have no obligation to make, or convert Revolving Credit Advances into, Eurocurrency RateTerm SOFR Rate Advances or EURIBOR Advances, as applicable, until the Administrative Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist; and
(iv) if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender to perform its obligations hereunder to make Advances or to fund or maintain Advances hereunder to such Designated Borrower, the Administrative Agent shall forthwith give notice thereof to the Company, whereupon such Lender shall have no obligation to make Advances to such Designated XxxxxxxxBorrower, until such Xxxxxx Lender notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: Five Year Credit Agreement (Stanley Black & Decker, Inc.)
