Interest Rate Determination and Protection Sample Clauses
Interest Rate Determination and Protection. (a) The rate of interest for each LIBOR Rate Loan shall be determined by the Administrative Agent two Business Days before the first day of each Interest Period applicable to such Loan. The Administrative Agent shall give prompt notice to the Borrower and the Banks of the applicable interest rate determined by the Administrative Agent for purposes of Sections 3.3(a) and (b) hereof.
(b) If, with respect to any LIBOR Rate Loans, prior to the first day of an Interest Period (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the London interbank market, adequate and reasonable means do not exist for ascertaining the LIBOR Rate for such Interest Period or (ii) the Administrative Agent shall have received notice from the Majority Banks that the LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Banks (as determined in good faith and certified by such Banks) of making or maintaining their affected LIBOR Rate Loans during such Interest Period, the Administrative Agent shall give facsimile or telephonic notice thereof (with written notice to follow promptly) to the Borrower and the Banks as soon as practicable thereafter. If such notice is given, (A) any LIBOR Rate Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (B) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Rate Loans shall be continued as ABR Loans and (C) any outstanding LIBOR Rate Loans shall be converted, on the first day of such Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further LIBOR Rate Loans shall be made or continued as such, nor shall the Borrower have the right to convert Loans to LIBOR Rate Loans.
Interest Rate Determination and Protection. (a) If, prior to the commencement of any selected Interest Period for a Eurodollar Advance, the Administrative Agent is unable to obtain timely information for determining the Eurodollar Rate for such Interest Period:
(i) the Administrative Agent shall forthwith notify the Borrower and the Banks that the interest rate cannot be determined for such Interest Period,
(ii) each such Advance for which such Interest Period was selected will, on the last day of the then existing Interest Period therefor, either (A) Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) or (B) continue as one or more Eurodollar Advances of Interest Periods not affected by such notice of the Majority Banks, as selected by the Borrower, and
(iii) the obligation of the Banks to make, or to Convert Advances or Borrowings into, or to make divisions or combinations of Borrowings resulting in, Eurodollar Advances or Eurodollar Borrowings of such Interest Periods shall be suspended until the Administrative Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist.
(b) If, with respect to any Eurodollar Advances, the Majority Banks notify the Administrative Agent that the applicable interest rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Banks of making, funding or maintaining their respective portions of such Eurodollar Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Banks, whereupon
(i) each such Advance will, on the last day of the then existing Interest Period therefor, either (A) Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) or (B) continue as one or more Eurodollar Advances of Interest Periods not affected by such notice of the Majority Banks, as selected by the Borrower, and
(ii) the obligation of the Banks to make, or to Convert Advances or Borrowings into, or to make divisions or combinations of Borrowings resulting in, Eurodollar Advances or Eurodollar Borrowings of such Interest Periods shall be suspended until the Administrative Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist.
(c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Advances in accordance with the provisions contai...
Interest Rate Determination and Protection. (a) The Eurodollar Rate for each Interest Period for Eurodollar Rate Loans shall be determined by the Agent two Business Days before the first day of such Interest Period in the case of Eurodollar Rate Loans.
(b) The Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.9(a).
(c) If, with respect to Eurodollar Rate Loans, the Majority Lenders notify the Agent that the Eurodollar Rate for any Interest Period therefor will not adequately reflect the cost to such Majority Lenders of making such Loans or funding or maintaining their respective Eurodollar Rate Loans for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon
(i) each Eurodollar Loan will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Loan; and
(ii) the obligations of the Lenders to make Eurodollar Rate Loans or to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended until the Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist.
(d) Any change in the Applicable Margin shall be based on the Average Total Debt to EBITDA ratio for the four Fiscal Quarters ending on the last day of each Fiscal Quarter for which the Borrower delivers financial statements and certificates pursuant to Section 6.10(b) and shall take effect on the third Business Day following receipt by the Agent of such financial statements and certificates in the case of Base Rate Loans and on the first day of the next Interest Period commencing on or after such third Business Day in the case of Eurodollar Loans.
Interest Rate Determination and Protection. (a) The Eurodollar Rate for each Interest Period for Eurodollar Rate Loans shall be determined by the Administrative Agent two (2) Business Days before the first day of such Interest Period.
(b) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.9(a) or (b).
(c) If, with respect to Eurodollar Rate Loans, a Lender in good faith notifies the Administrative Agent that the Eurodollar Rate for any Interest Period therefor will not adequately reflect the cost to such Lender of making such Loans or funding or maintaining its Eurodollar Rate Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon
(i) each Eurodollar Loan will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Loan; and
(ii) the obligations of the Lenders to make Eurodollar Rate Loans or to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist.
Interest Rate Determination and Protection. (a) The Agent shall give prompt notice to the Borrower and the Banks of the applicable interest rate under Section 2.06(a)(i) or (ii).
(b) If, with respect to any Eurodollar Rate Advance, the Majority Banks notify the Agent that the Eurodollar Rate for any Interest Period for such Advance will not adequately reflect the cost to such Majority Banks of making, funding or maintaining their respective Eurodollar Rate Advance for such Interest Period, the Agent shall forthwith so notify the Borrower and the Banks, whereupon:
(i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and
(ii) the obligation of the Banks to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist.
(c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advance in accordance with the provisions contained in the definition of "Interest Period" in Section 1.01, the Agent will forthwith so notify the Borrower and the Banks and such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
Interest Rate Determination and Protection. (a) Determination of Eurodollar Rate. The Eurodollar Rate for each Interest Period for Eurodollar Rate Advances comprising part of the same Borrowing shall be determined by the Agent on the basis of applicable rates furnished to and received by the Agent from the Reference Banks two Business Days before the first day of such Interest Period.
Interest Rate Determination and Protection. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent with respect to any Syndicated Borrowing hereunder.
(b) Any change in the interest rate on a Base Rate Loan resulting from a change in the Base Rate shall become effective as of the opening of business on the day on which such change in the Base Rate is announced. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of the effective date and the amount of each such change; PROVIDED, that any failure to do so shall not relieve the Borrower of any liability hereunder.
(c) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower in the absence of manifest error.
Interest Rate Determination and Protection. (a) If the Administrative Agent shall on behalf of the Banks determine in good faith (which determination shall be conclusive and binding on the Borrower and the Banks) that, by reason of circumstances affecting the international interbank Eurocurrency market generally, adequate and reasonable means do not or will not exist for ascertaining the Eurodollar Rate applicable to any Interest Period, the Administrative Agent shall give notice of such determination (hereinafter called a "Determination Notice") to the Borrower and each of the Banks. The Borrower, the Banks and the Administrative Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate (or separate rates in respect of the Eurodollar Loans of the several Banks) and Interest Period (or Periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Banks and the Administrative Agent are unable to agree upon an interest rate (or rates) and Interest Period (or Periods) within a period not exceeding 30 days of the giving of such Determination Notice, then the Borrower shall have the right to prepay any such Loans (without premium or penalty) and with respect to any such Eurodollar Loans that are not so prepaid, the Administrative Agent shall (after consultation with the Banks) set an interest rate (or separate rates in respect of the Eurodollar Loans of the several Banks) and an Interest Period (or Periods) all to take effect from the expiration of the Interest Period current at the date of the Determination Notice, which rate (or rates) shall be (i) during the Line of Credit Loan Availability Period, the Base Rate or Reference Rate for non-U.S. Banks plus 1.75%, and (ii) upon the occurrence of the Loan Conversion, the Base Rate or Reference Rate for non-U.S. Banks set forth in Section 4.2(b).
(b) The Administrative Agent shall give prompt notice to the Borrower and the Banks of the applicable interest rate determined by the Administrative Agent for purposes of Section 4.2, and the applicable rate furnished by the Reference Bank.
(c) If the Majority Banks notify the Administrative Agent that the Eurodollar Rate for any Interest Period will not adequately reflect the cost to such Banks of making or maintaining their respective Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks stating the circumstances which have caused such notice to be g...
Interest Rate Determination and Protection. (a) DETERMINATION OF EURODOLLAR RATE AND NEGOTIATED RATE. The Eurodollar Rate and Negotiated Rate for each Interest Period applicable to a Eurodollar Rate Advance or a Negotiated Rate Advance shall be determined by the Lender at or before 11:00 a.m. (Pacific time) one (1) Business Day before the first day of such Interest Period.
Interest Rate Determination and Protection. (a) The LIBOR Base Rate for each Interest Period for Loans evidenced by the Senior Notes and the Earnout Notes shall be determined by the Lender two Business Days before the first day of such Interest Period and the Lender shall give prompt notice thereof to the Borrower of the applicable interest rate determined by the Lender.
(b) If, the Lender determines, (which determination shall be conclusive) that (i) quotations of interest rates for the relevant deposits referred to in the definition of "LIBOR Base Rate" are not being provided in the relevant amounts or for the relevant maturity for purposes of determining rates of interest as provided herein; or (ii) the rate of interest referred to in the definition of "LIBOR Base Rate" upon the basis of which the rate of interest for such Interest Period is to be determined is not likely to adequately cover the cost to the Lender of making or maintaining such Loans for such Interest Period, then, in the cases of the foregoing clauses (i) and (ii), the Lender shall give the Borrower prompt notice thereof, and so long as such condition remains in effect, the interest payable on each Loan shall be calculated, as provided in Section 2.4 hereof, at the Base Rate for the Interest Period applicable to such Loan, plus the respective margin applicable to the Senior Notes or the Mezzanine Notes, as such margin may be adjusted so that the total rate of interest shall be close as practicable to the LIBOR Base Rate.