Interest Rate Determination. (a) 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 2.06(a)(i) or (ii). (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, 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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders 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 Advances 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 Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default (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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Greater Bay Bancorp), 364 Day Revolving Credit Agreement (Greater Bay Bancorp), Credit Agreement (Greater Bay Bancorp)
Interest Rate Determination. (a) 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 2.06(a)(i2.10(a)(i), (ii) or (iiiii).
(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, 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 Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00010,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (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 Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended.
Appears in 3 contracts
Samples: Credit Agreement (Centerpoint Energy Inc), Credit Agreement (Centerpoint Energy Houston Electric LLC), Credit Agreement (Centerpoint Energy Resources Corp)
Interest Rate Determination. (a) 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 2.06(a)(i) or (ii).
(b) If, with respect to any Eurodollar Eurocurrency Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon whereupon,
(i) each Eurodollar Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and and
(ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders 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 Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,0005,000,000 (or its equivalent in any Alternative Currency), such Revolving Advances shall automatically Convert into Base Rate Advances at the end of the applicable Interest Period for such Revolving Advances.
(e) Upon the occurrence and during the continuance of any Event of Default (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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
Appears in 3 contracts
Samples: Credit Agreement (Cytec Industries Inc/De/), Credit Agreement (Cytec Industries Inc/De/), 364 Day Credit Agreement (Cytec Industries Inc/De/)
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the applicable Borrower and the Lenders Banks of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.06(a)(i2.07(a) or (ii)b) hereof.
(b) If, with respect to any Eurodollar Rate Advances, (i) the Required Lenders Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant interbank market, adequate means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (ii) the Majority Banks notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders Majority Banks of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Borrowers and the LendersBanks, whereupon 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 and
(ii) the obligation of the Lenders Banks to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower Borrowers and the Lenders Banks that the circumstances causing such suspension no longer exist.
(c) If the applicable Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the such Borrower and the Lenders Banks, and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising constituting any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,0001,000,000, such Advances shall shall, if they are Eurodollar Rate Advances, automatically Convert into Base Rate Advances.
(e) Upon , and on and after such date the occurrence and during right of the continuance of any Event of Default (i) each applicable Borrower to Convert such Advances into Eurodollar Rate Advances shall terminate; provided, however, that if and so long as each such Advance will automatically, on the last day shall be of the then existing same Type and have the same Interest Period thereforas Advances constituting another Borrowing or other Borrowings made to such Borrower, Convert into a Base Rate Advance and (ii) the obligation aggregate unpaid principal amount of all such Advances shall equal or exceed $1,000,000, such Borrower shall have the Lenders right to makecontinue all such Advances as, or to Convert all such Advances into, Eurodollar Rate Advances shall be suspendedof such Type having such Interest Period.
Appears in 2 contracts
Samples: Credit Agreement (Uil Holdings Corp), Credit Agreement (Uil Holdings Corp)
Interest Rate Determination. (a) 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 2.06(a)(i2.08(a)(i), (ii) or (iiiii).
(b) . If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, 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 Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders 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 Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) . If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances. On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00010,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances.
(e) . Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (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 Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended.
Appears in 2 contracts
Samples: Credit Agreement (Centerpoint Energy Resources Corp), Credit Agreement (Centerpoint Energy Inc)
Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrower Borrowers and the Term Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.06(a)(i) or (ii2.08(b).
(b) If, with respect to any Eurodollar Rate Advances, the Required Term Lenders notify the Agent at least one Business Day before the date of any proposed Eurodollar Rate Advance that the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Required Term Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower Borrowers and the Term Lenders, 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 Term Lenders to make, or to Convert Base Rate Advances into, into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower Borrowers and the Term Lenders that the circumstances causing such suspension no longer exist.
(c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify the such Borrower and the Term Lenders and such Eurodollar Rate Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Eurodollar Rate Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default Default, at the option of the Agent or on the request of the Required Term Lenders (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 Term Lenders to make, or to Convert Advances into, any outstanding portion of the Term Loan into Eurodollar Rate Advances shall be suspended.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Sears Holdings Corp), Second Lien Credit Agreement (Sears Holdings Corp)
Interest Rate Determination. (a) 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 2.06(a)(i2.09(a)(i), (ii) or (iiiii).
(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances or Letter of Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, 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 Lenders to make, or to Convert Revolving Advances or Letter of Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders 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 Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances or Letter of Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00010,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (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 Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended.
Appears in 2 contracts
Samples: Credit Agreement (Centerpoint Energy Houston Electric LLC), Credit Agreement (Centerpoint Energy Houston Electric LLC)
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders Banks of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.06(a)(i2.05(a) or (ii)b) hereof.
(b) If, with respect to any Eurodollar Rate Advances, (i) the Required Lenders Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant interbank market, adequate means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (ii) the Majority Banks notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders Majority Banks of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the LendersBanks, whereupon 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 and
(ii) the obligation of the Lenders Banks to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders 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 Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders Banks, and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising constituting any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,0001,000,000, such Advances shall shall, if they are Eurodollar Rate Advances, automatically Convert into Base Rate Advances.
(e) Upon , and on and after such date the occurrence and during right of the continuance of any Event of Default (i) each Borrower to Convert such Advances into Eurodollar Rate Advances shall terminate; provided, however, that if and so long as each such Advance will automatically, on the last day shall be of the then existing same Type and have the same Interest Period thereforas Advances constituting another Borrowing or other Borrowings, Convert into a Base Rate Advance and (ii) the obligation aggregate unpaid principal amount of all such Advances shall equal or exceed $1,000,000, the Lenders Borrower shall have the right to makecontinue all such Advances as, or to Convert all such Advances into, Eurodollar Rate Advances shall be suspendedof such Type having such Interest Period.
Appears in 2 contracts
Samples: Credit Agreement (Uil Holdings Corp), Credit Agreement (Uil Holdings Corp)
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice (i) to the Borrower Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.06(a)(i2.08(a)(i) or and (ii) to the Company, the Swing Line Banks and the Swing Line Agent of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(ii).
(b) If, with respect to any Eurodollar Alternative Currency Daily Rate Advances or Term Rate Advances, the Required Majority Lenders notify the Administrative Agent that (i) with respect to Advances denominated in Euros or Yen, they are unable to obtain matching deposits in the Eurodollar applicable interbank market at or about the applicable time on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Revolving Credit Advances as part of such Borrowing during its Interest Period or (ii) the applicable Term Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Majority Lenders of making, funding or maintaining their respective Eurodollar Term Rate Advances for such Interest Period, or the Alternative Currency Daily Rate for the applicable interest payment period will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Alternative Currency Daily Rate Advances, the Administrative Agent shall forthwith so notify the each Borrower and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallysuch Borrower will, on the last day of the then existing Interest Period therefortherefor (in the case of Term Rate Advances) or on the next applicable Interest Payment Date (in the case of Alternative Currency Daily Rate Advances), (1) if such Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate AdvanceAdvances and (2) if such Advances are denominated in any Alternative Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances, and (iiB) the obligation of the Lenders to make, make Term Rate Advances in the same currency as such Term Rate Advances or to Convert Advances into, Eurodollar make Alternative Currency Daily Rate Advances (if applicable) shall be suspended until the Administrative Agent shall notify the each Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If the Borrower any Borrower, in requesting a Revolving Credit Borrowing comprised of Term Rate Advances, shall fail to select the duration of any the Interest Period for any Eurodollar such Term Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the such Borrower and the Lenders and such Advances will (to the extent such Term Rate Advances remain outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (i) if such Term Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Term Rate Advances are denominated in any Alternative Currency, be exchanged into an Equivalent amount of Dollars and be Converted into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurodollar Term Rate Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, Convert (A) if such Term Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and (B) if such Term Rate Advance is denominated in any Alternative Currency, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, (ii) each Alternative Currency Daily Rate Advance will automatically, on the next Interest Payment Date applicable thereto, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (iii) the obligation of the Lenders to make, make Term Rate Advances or to Convert Advances into, Eurodollar Alternative Currency Daily Rate Advances shall be suspended.
(e) If the applicable Bloomberg screen or Reuters screen, as applicable, is unavailable,
(i) the Administrative Agent shall forthwith notify the relevant Borrower and the Lenders that the interest rate cannot be determined for such Term Rate Advances or Alternative Currency Daily Rate Advances, as applicable,
(ii) (x) with respect to Term Rate Advances, each such Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Rate Advance is denominated in Dollars, be prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance and (B) if such Term Rate Advance is denominated in any Alternative Currency, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (y) with respect to Alternative Currency Daily Rate Advances, each such Advance will (to the extent such Alternative Currency Daily Rate Advance remains outstanding on such day) automatically, on the next Interest Payment Date applicable thereto, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and
(iii) the obligation of the Lenders to make Term Rate Advances and Alternative Currency Daily Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist.
Appears in 2 contracts
Samples: Five Year Credit Agreement (Honeywell International Inc), Five Year Credit Agreement (Honeywell International Inc)
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Agent and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.06(a)(i2.08(a)(i), (ii) or (iiiii).
(b) If, with respect to any Eurodollar Eurocurrency Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Agent and the Lenders, whereupon (i) each Eurodollar Eurocurrency 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 Lenders to make, or to Convert Base Rate Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower Agent and the Lenders that the circumstances causing such suspension no longer exist.
(c) If the Borrower Borrowers shall fail to select the duration of any Interest Period for any Eurodollar Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower Agent and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period thereforfor such Eurocurrency Rate Advance, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default Default, (i) each Eurodollar Eurocurrency 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 Lenders to make, or to Convert Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended.
Appears in 2 contracts
Samples: Credit Agreement (Invesco Ltd.), Credit Agreement (Invesco Ltd.)
Interest Rate Determination. (a) 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 2.06(a)(i) or (ii).
(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (New York time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (iiB) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders 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 Advances 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 Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00010,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default Default, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
(f) If the rates calculated by the Intercontinental Exchange Benchmark Administration Ltd (ICE) (or the successor thereto if the ICE Benchmark Administration is no longer making such a rate available) appearing on the Reuters LIBOR01 page of the Intercontinental Exchange Benchmark Administration Ltd (ICE) (or on any successor or substitute page of such service) are unavailable:
(i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances,
(ii) with respect to each Eurodollar Rate Advance, each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and
(iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
Appears in 2 contracts
Samples: Senior Bridge Term Loan Credit Agreement (Eastman Chemical Co), Term Loan Credit Agreement (Eastman Chemical Co)
Interest Rate Determination. (a) 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 2.06(a)(i) or (ii2.06(a)(ii).
(b) If, with respect to any Eurodollar Eurocurrency Rate Advances, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period or (ii) the Required Lenders notify the Administrative Agent that (x) they are unable to obtain matching deposits in the Eurodollar London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period or (y) the Eurocurrency Rate for any Interest Period for such Advances will not adequately and fairly reflect the cost to such the Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Borrower will, on the last day of the then existing Interest Period therefor, either, (w) prepay such Advances or (x) Convert such Advances into a Base Rate Advance, Advances and (iiB) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended suspended, until the Administrative Agent shall notify the Borrower and the Lenders 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 Eurocurrency Rate Advances made to the Borrower in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Eurocurrency Rate Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default Default, (i) each Eurodollar Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert be Converted into a Base Rate Advance (unless the Required Lenders otherwise consent) and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended.
Appears in 2 contracts
Samples: Three Year Term Loan Credit Agreement (AbbVie Inc.), 364 Day Term Loan Credit Agreement (AbbVie Inc.)
Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.06(a)(i) or (ii)2.07.
(b) If, due to a major disruption in the interbank funding market with respect to any Eurodollar Term SOFR Advances or Eurocurrency Rate Advances, the Required Lenders notify the Agent that the Eurodollar Rate Adjusted Term SOFR or the EURIBO Rate, as applicable, for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Term SOFR Advances or Eurocurrency Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower Borrowers and the Lenders, whereupon (i) each Eurodollar Rate Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, (ii) each Eurocurrency Rate Advance shall be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (iiiii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Term SOFR Advances or Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Borrower Company and the Lenders that the circumstances causing such suspension no longer exist.
(c) If the Borrower Company shall fail to select the duration of any Interest Period for any Eurodollar Term SOFR Advances or Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify the Borrower Company and the Lenders and such Advances the Company will automatically, on the last day of the then existing be deemed to have selected an Interest Period therefor, Convert into Base Rate Advancesof one month.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Term SOFR Advances or Eurocurrency Rate Advances comprising constituting any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000the Borrowing Minimum, such Advances shall automatically (i) if such Advances are Term SOFR Advances, Convert into Base Rate Advances and (ii) if such Advances are Eurocurrency Rate Advances, be exchanged for an Equivalent amount of Dollars and Converted into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any If an Event of Default has occurred and is continuing and the Agent, at the request of the Required Lenders, so notifies the Company, then, so long as an Event of Default is continuing, (i) each Eurodollar Term SOFR Advance and each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period thereforshall automatically (A) if such Advance is a Term SOFR Advance, Convert into a Base Rate Advance and (B) if such Advance is a Eurocurrency Rate Advance, be exchanged for an Equivalent amount of Dollars and Converted into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Term SOFR Advances or Eurocurrency Rate Advances shall be suspended.
(f) If Term SOFR cannot be determined in accordance with the definition thereof, or if the EURIBO Rate does not appear Bloomberg, Txxxxxxx Reuters or on another nationally recognized service selected by the Agent,
(i) the Agent shall forthwith notify the Company and the Lenders that the interest rate cannot be determined for the applicable Advances,
(ii) each such affected Advance will automatically, on the last day of the then existing Interest Period therefor (A) if such Advance is a Term SOFR Advance, Convert into a Base Rate Advance and (B) if such Advance is a Eurocurrency Rate Advance, be prepaid by the applicable Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and
(iii) the obligation of the Lenders to make, or Convert Advances into, Term SOFR Advances or Eurocurrency Rate Advances, as applicable, shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.
Appears in 2 contracts
Samples: Credit Agreement (Pepsico Inc), Credit Agreement (Pepsico Inc)
Interest Rate Determination. (a) 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 2.06(a)(i2.08(a) or (iib), and, if applicable, the rate for the purpose of determining the applicable interest rate under Section 2.08(c).
(b) If, with respect to any Eurodollar Rate Advances, (i) the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (ii) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar Rate, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (iiB) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders 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 Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00010,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default Default, (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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
Appears in 2 contracts
Samples: Credit Agreement (Ohio Power Co), Credit Agreement (AEP Texas Inc.)
Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrower Borrowers and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.06(a)(iSections 2.08(a) or (iiand 2.08(b).
(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Agent at least one Business Day before the date of any proposed Eurodollar Rate Advance that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower Borrowers and the Lenders, 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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower Borrowers and the Lenders that the circumstances causing such suspension no longer exist.
(c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default Default, at the option of the Agent or on the request of the Required Lenders (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 Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended.
Appears in 2 contracts
Samples: Credit Agreement (Sears Holdings Corp), Credit Agreement (Sears Holdings Corp)
Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrower Borrowers and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.06(a)(i2.08(a)(i) or (ii).
(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Agent at least one Business Day before the date of any proposed Eurodollar Rate Advance that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower Borrowers and the Lenders, 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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower Borrowers and the Lenders that the circumstances causing such suspension no longer exist.
(c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default under Section 7.01(a), (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 Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended.
Appears in 2 contracts
Samples: Credit Agreement (Sears Roebuck Acceptance Corp), Credit Agreement (Kmart Holding Corp)
Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrower Borrowers and the Lenders Banks of the applicable interest rate determined by the Agent for purposes of Section 2.06(a)(i2.13(a)(i) or (ii2.13(a)(ii).
(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders Majority Banks notify the Agent that either (1) the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Required Lenders Majority Banks of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (2) Dollar deposits for the relevant amounts and Interest Period for their respective Eurodollar Rate Advances are not available to them in the London interbank market, the Agent shall forthwith so notify the Borrower Borrowers and the LendersBanks, 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 Lenders Banks to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower Borrowers and the Lenders Banks that the circumstances causing such suspension no longer exist.
(c) If the a Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Agent will forthwith so notify the such Borrower and the Lenders Banks and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate AdvancesAdvances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion.
(e) Upon the occurrence and during the continuance of If any Event of Default exists as to any Borrower, (i) each Eurodollar Rate Advance made to such Borrower 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 Lenders Banks to makemake Eurodollar Rate Advances to such Borrower, or and to Convert Advances into, made to such Borrower into Eurodollar Rate Advances Advances, shall be suspended.
Appears in 2 contracts
Samples: Credit Agreement (Williams Companies Inc), Credit Agreement (Northwest Pipeline Corp)
Interest Rate Determination. (a) 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 2.06(a)(i2.06(a) or (iib).
(b) If, with respect to any Eurodollar Rate Advances, the Required Majority Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon 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 and
(ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders 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 Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00020,000,000, such Advances shall shall, if they are Advances of a Type other than Base Rate Advances, automatically Convert into Base Rate Advances, and on and after such date the right of the Borrower to Convert such Advances into Advances of a Type other than Base Rate Advances shall terminate; provided, however, that if and so long as each such Advance shall be of the same Type and have the same Interest Period as Advances comprising another Borrowing or other Borrowings, and the aggregate unpaid principal amount of all such Advances shall equal or exceed $20,000,000, the Borrower shall have the right to continue all such Advances as, or to Convert all such Advances into, Advances of such Type having such Interest Period.
(e) Upon the occurrence and during the continuance of any If an Event of Default has occurred and is continuing, (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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
Appears in 2 contracts
Samples: Credit Agreement (Progress Energy Inc), Credit Agreement (Progress Energy Inc)
Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrower and the applicable Lenders of the applicable interest rate rates determined by the Agent for purposes of each clause of Section 2.06(a)(i) or (ii2.07(a).
(b) If, with respect to any Eurodollar Rate AdvancesLoans, Lenders owed at least 50% of the Required Lenders then aggregate principal amount thereof notify the Agent that the Eurodollar Rate for any Interest Period for such Advances Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances Loans for such Interest Period, the Agent shall forthwith so notify the Borrower and the applicable Lenders, whereupon (i) each Eurodollar Rate Advance Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate AdvanceLoan, and (ii) the obligation of the applicable Lenders to make, or to Convert Advances Loans into, Eurodollar Rate Advances Loans shall be suspended until the Agent shall notify the Borrower and the such Lenders 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 Advances Loans 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 Revolving Lenders and such Advances Loans will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate AdvancesLoans.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances Loans comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00010,000,000, such Advances Revolving Loans shall automatically Convert into Base Rate AdvancesLoans.
(e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a) or, in the case of and with respect to Revolving Loans, any Borrowing Base Deficiency,
(i) each applicable Eurodollar Rate Advance Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance Loan and (ii) the obligation of the applicable Lenders to make, or to Convert Advances Loans into, Eurodollar Rate Advances Loans shall be suspended.
(f) If Xxxxxx Screen LIBOR01 is unavailable for determining the Eurodollar Rate for any Eurodollar Rate Loans,
(i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Loans,
(ii) with respect to Eurodollar Rate Loans, each such Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Loan (or if such Revolving Loan is then a Base Rate Loan, will continue as a Base Rate Loan), and
(iii) the obligation 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 and the Lenders that the circumstances causing such suspension no longer exist.
(g) [Reserved].
(h) [Reserved].
(i) Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non- usurious interest permitted by applicable law (the “Maximum Rate”). If the Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the applicable Loans or, if it exceeds such unpaid principal, refunded to the Borrower, as applicable. In determining whether the interest contracted for, charged, or received by the Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.
Appears in 2 contracts
Samples: Debtor in Possession Credit Agreement, Debtor in Possession Credit Agreement
Interest Rate Determination. (a) 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 2.06(a)(i2.07(a)(i) or (ii).
(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, 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 Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders 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 Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default Default, (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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
Appears in 2 contracts
Samples: Credit Agreement (New England Electric System), Credit Agreement (New England Electric System)
Interest Rate Determination. (a) 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 2.06(a)(i2.07(a)(i) or (ii).
(b) If, with respect to any Eurodollar SOFR Rate Advances, the Required Lenders notify the Agent that the Eurodollar Rate Adjusted Term SOFR for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar SOFR Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automaticallythe Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar SOFR Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders 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 SOFR Rate Advances 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 Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar SOFR Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000the Borrowing Minimum, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default Default, (i) each Eurodollar SOFR Rate Advance will automatically, on the last day of the then existing Interest Period therefor be Converted into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, SOFR Rate Advances shall be suspended.
(f) If neither the applicable screen nor another commercially available source providing quotations of Term SOFR as designated by the Agent from time to time is available and a Benchmark Replacement has not been effected,
(i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such SOFR Rate Advances,
(ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (iior if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and
(iii) the obligation of the Lenders to make, make SOFR Rate Advances or to Convert Advances into, Eurodollar into SOFR Rate Advances shall be suspendedsuspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
Appears in 2 contracts
Samples: Credit Agreement (Dollar General Corp), Credit Agreement (Dollar General Corp)
Interest Rate Determination. (a) 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 2.06(a)(i2.08(a)(i) or (ii).
(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (New York time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (iiB) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders 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 Advances 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 Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00010,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default Default, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
(f) If the rates calculated by the Intercontinental Exchange Benchmark Administration Ltd (ICE) (or the successor thereto if the ICE Benchmark Administration is no longer making such a rate available) as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Agent from time to time) of the Intercontinental Exchange Benchmark Administration Ltd (ICE) (or on any successor or substitute page of such service) are unavailable:
(i) the Agent shall forthwith notify the applicable Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances,
(ii) with respect to each Eurodollar Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and
(iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(g) Notwithstanding anything to the contrary in this Agreement, if the Agent determines (which determination shall be conclusive absent manifest error), or the Required Lenders notify the Agent (with a copy to the Borrower) that the Required Lenders have determined, that:
(i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because LIBOR is not available or published on a current basis and such circumstances are unlikely to be temporary; or
(ii) the supervisor for the administrator of LIBOR or a governmental authority having jurisdiction over the Agent has made a public statement identifying a specific date after which LIBOR shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), then, after such determination by the Agent or receipt by the Agent of such notice, as applicable, the Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that has been broadly accepted by the syndicated loan market in the United States in lieu of LIBOR (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and, notwithstanding anything to the contrary in Section 9.01, any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Agent notice that such Required Lenders do not accept such amendment. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist, the obligation of the Lenders to make or maintain LIBOR Advances shall be suspended, (to the extent of the affected LIBOR Advances or Interest Periods). Upon receipt of such notice, the Borrower may revoke any pending request for a LIBOR Borrowing of, conversion to or continuation of LIBOR Advances (to the extent of the affected LIBOR Advances or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Advances in the amount specified therein.
Appears in 1 contract
Samples: 364 Day Term Loan Credit Agreement (Eastman Chemical Co)
Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.06(a)(i2.08(a)(i) or (ii).
(b) If, with respect to any Eurodollar Term SOFR Rate Advances, Advances or Alternative Currency Advances (i) the Required Lenders notify the Agent that (A) if applicable for an Alternative Currency, deposits are not being offered to banks in the Eurodollar applicable offshore interbank market for such currency for the applicable amount and Interest Period or determination date(s), as applicable to such Alternative Currency Advance or (B) the Term SOFR Rate or Alternative Currency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Term SOFR Rate Advances or Alternative Currency Rate for such Interest PeriodPeriod or (ii) the Agent determines the interest rate applicable to Term SOFR Rate Advances or Alternative Currency Advances is not ascertainable or available (including, without limitation, because the applicable Reuters or Bloomberg screen (or on any successor or substitute page on such screen) is unavailable), the Agent shall forthwith so notify the Borrower Company and the Lenders, whereupon (iA) each Eurodollar the Borrower of such Term SOFR Rate Advance will automaticallyAdvances or Alternative Currency Advances will, on the last day of the then existing Interest Period therefor, (1) if such Advances are Term SOFR Rate Advances, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (ii2) if such Advances are Alternate Currency Advances, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Term SOFR Rate Advances or Alternative Currency Advances shall be suspended until the Agent shall notify the Borrower Company and the Lenders that the circumstances causing such suspension no longer exist.
(c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Term SOFR Rate Advances or Alternative Currency Term Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, (i) if such Advances are Term SOFR Rate Advances, Convert into Base Rate Advances and (ii) if such Advances Alternative Currency Advances, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Term SOFR Rate Advances or Alternative Currency Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000the Borrowing Minimum, such Advances shall automatically (i) if such Advances are Term SOFR Rate Advances, Convert into Base Rate Advances and (ii) if such Advances are Alternative Currency Rate Advances, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default Default, (i) each Eurodollar Term SOFR Rate Advance and Alternative Currency Advance will automatically, on the last day of the then existing Interest Period therefor, Convert (A) if such Advances are Term SOFR Rate Advances, be Converted into a Base Rate Advance Advances and (B) if Advances are Alternative Currency Advances, be exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Lenders to makemake Term SOFR Rate Advances or Alternative Currency Advances, or to Convert Advances intointo Term SOFR Rate Advances, Eurodollar Rate Advances shall be suspended.
Appears in 1 contract
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Company and the Lenders Banks of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.06(a)(i3.06(a) or (iisolely with respect to Base Rate Advances determined on the basis of the one month Adjusted Term SOFR Rate) and Section 3.06(b).
(b) If, with respect If the Company shall fail to any Eurodollar Rate Advances, select the Required Lenders notify the Agent that the Eurodollar Rate for duration of any Interest Period for any Term Benchmark Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Company and the Banks and the Company will be deemed to have selected an Interest Period of one month.
(c) If the aggregate unpaid principal amount of Term Benchmark Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Advances shall automatically Convert into Base Rate Advances on the last day of the Interest Period applicable thereto.
(d) Subject to clauses (e), (f), (g), (h), (i) and (j) of this Section 3.07, if:
(i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) (A) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR Rate or the Term SOFR Rate (including because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the Adjusted Daily Simple SOFR Rate or the Daily Simple SOFR; or
(ii) the Administrative Agent is advised by the Majority Banks that (A) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, the Adjusted Term SOFR Rate for such Interest Period will not adequately and fairly reflect the cost to such Required Lenders Banks of making, funding making or maintaining their respective Eurodollar Rate Advances included in such Borrowing for such Interest Period or (B) at any time, the Adjusted Daily Simple SOFR Rate will not adequately and fairly reflect the cost to such Banks of making or maintaining their Advances included in such Borrowing; then the Administrative Agent shall give notice thereof to the Company and the Banks by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Company and the Banks that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Company delivers a new notice of Conversion in accordance with the terms of Section 3.08 or a new Notice of Borrowing in accordance with the terms of Section 3.02, (1) any notice of Conversion that requests the conversion of any Borrowing to, or Continuation of any Borrowing as, a Term Benchmark Borrowing and any Notice of Borrowing that requests a Term Benchmark Borrowing shall instead be deemed to be an notice of Conversion or Continuation or a Notice of Borrowing, as applicable, for (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR Rate is not also the subject of Section 3.07(d)(i) or (ii) above or (y) a Base Rate Borrowing if the Adjusted Daily Simple SOFR Rate also is the subject of Section 3.07(d)(i) or (ii) above and (2) any Notice of Borrowing that requests an RFR Borrowing shall instead be deemed to be a Notice of Borrowing, as applicable, for a Base Rate Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted. Furthermore, if any Term Benchmark Advance or RFR Advance is outstanding on the date of the Company’s receipt of the notice from the Administrative Agent referred to in this Section 3.07(d) with respect to a Relevant Rate applicable to such Term Benchmark Advance or RFR Advance, then until (x) the Administrative Agent notifies the Company and the Banks that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Company delivers a new notice of Conversion in accordance with the terms of Section 3.08 or a new Notice of Borrowing in accordance with the terms of Section 3.02, (1) any Term Benchmark Advance shall on the last day of the Interest Period applicable to such Advance (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR Rate is not also the subject of Section 3.07(d)(i) or (ii) above or (y) a Base Rate Advance if the Adjusted Daily Simple SOFR Rate also is the subject of Section 3.07(d)(i) or (ii) above, on such day, and (2) any RFR Advance shall on and from such day be converted by the Administrative Agent to, and shall constitute a Base Rate Advance.
(e) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Banks without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Banks comprising the Majority Banks.
(f) Notwithstanding anything to the contrary herein or in any other Loan Document, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.
(g) The Administrative Agent will promptly notify the Company and the Banks of (and, if applicable, provide the relevant amendment to this Agreement related to) (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Bank pursuant to this Section 3.07, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.07.
(h) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.
(i) Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Company may revoke any request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Advances to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Company will be deemed to have converted any request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (A) an RFR Borrowing so long as the Adjusted Daily Simple SOFR Rate is not the subject of a Benchmark Transition Event or (B) a Base Rate Borrowing if the Adjusted Daily Simple SOFR Rate is the subject of a Benchmark Transition Event. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate. Furthermore, if any Term Benchmark Advance or RFR Advance is outstanding on the date of the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Advance or RFR Advance, then until such time as a Benchmark Replacement is implemented pursuant to this Section 3.07, (1) any Term Benchmark Advance shall on the last day of the Interest Period applicable to such Advance (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall forthwith constitute, (x) an RFR Borrowing so notify long as the Borrower Adjusted Daily Simple SOFR Rate is not the subject of a Benchmark Transition Event or (y) a Base Rate Advance if the Adjusted Daily Simple SOFR Rate is the subject of a Benchmark Transition Event, on such day and (2) any RFR Advance shall on and from such day be converted by the Administrative Agent to, and shall constitute a Base Rate Advance.
(j) Notwithstanding any contrary provision of this Agreement, if an Event of Default has occurred and is continuing and the LendersAdministrative Agent, whereupon at the request of the Majority Banks, so notifies the Company, then, so long as such Event of Default is continuing (i) unless repaid, each Eurodollar Rate Term Benchmark Advance will automatically, on the last final day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or Banks to Convert Advances into, Eurodollar Base Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders 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 Advances 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 Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default (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 Lenders to make, or to Convert Advances into, Eurodollar Rate Term Benchmark Advances shall be suspended.
Appears in 1 contract
Samples: Revolving Credit and Letter of Credit Agreement (Cigna Group)
Interest Rate Determination. (a) The Promptly after receipt of a Notice of Borrowing pursuant to Section 2.02(a), a notice of Conversion pursuant to Section 2.09 or a notice of selection of an Interest Period pursuant to the terms of the definition of “Interest Period”, the Agent shall give prompt notice to the Borrower and the Lenders each Lender of the applicable interest rate determined by the Agent for purposes of Section 2.06(a)(i2.07(a)(i) or (ii).
(b) If, with respect prior to any Eurodollar Rate Advances, the Required Lenders notify the Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, 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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If the Borrower shall fail to select the duration end of any Interest Period for any Eurodollar Borrowing of Term SOFR Rate Advances Loans, the Borrower shall fail to give notice of the election of a new Interest Period for such Borrowing 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 Lenders and such Advances Term SOFR Rate Loans will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate AdvancesLoans.
(dc) On the date on which the aggregate unpaid principal amount of Eurodollar Term SOFR Rate Advances Loans comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,0003,000,000, such Advances Loans shall automatically Convert into Base Rate Advances.Loans. CHAR1\1986393v3
(ed) Upon the occurrence and during the continuance of any Event of Default Default, (i) each Eurodollar Term SOFR Rate Advance Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance Loan and (ii) the obligation of the Lenders to make, or to Convert Advances Loans into, Eurodollar Term SOFR Rate Advances Loans shall be suspended.
(e) (e) Subject to Section 2.21, if, on or prior to the first day of any Interest Period for any Term SOFR Rate Loan:
(i) the Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, and
(ii) the Required Lenders determine that for any reason in connection with any request for a Term SOFR Rate Loan or a Conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Rate Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Required Lenders have provided notice of such determination to the Agent. then, in each case, the Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Agent to the Borrower, any obligation of the Lenders to make Term SOFR Rate Loans, and any right of the Borrower to continue Term SOFR Rate Loans or to Convert Base Rate Loans to Term SOFR Rate Loans, shall be suspended (to the extent of the affected Term SOFR Rate Loans or affected Interest Periods) until the Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, Conversion to or continuation of Term SOFR Rate Loans (to the extent of the affected Term SOFR Rate Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have Converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected Term SOFR Rate Loans will be deemed to have been Converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such Conversion, the Borrower shall also pay accrued interest on the amount so Converted, together with any additional amounts required pursuant to Section 8.04(c). Subject to Section 2.21, if the Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Agent without reference to clause (c) of the definition of “Base Rate” until the Agent revokes such determination.
Appears in 1 contract
Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.06(a)(i2.07(a)(i) or (ii).
(b) If, with respect to any Eurodollar Eurocurrency Rate Advances, the Agent determines, or the Required Lenders notify the Agent Agent, that the Eurodollar Eurocurrency Rate for any Interest Period for such Advances (1) will not adequately reflect the cost to such Required the Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, (2) deposits in Dollars or the applicable Committed Currency are not being offered to banks in the London interbank market for the applicable amount and Interest Period of any applicable Eurocurrency Rate Advance or (3) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Advance, the Agent shall forthwith so notify the applicable Borrower and the Lenders, whereupon (i) each Eurodollar the Borrower of such Eurocurrency Rate Advance will automaticallyAdvances will, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate AdvanceAdvances and (B) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Borrower Company and the Lenders that the circumstances causing such suspension no longer exist, in each case, subject to Section 9.04(c).
(c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000the Borrowing Minimum, such Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default Default, (i) each Eurodollar Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into a Base Rate Advance Advances and (B) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended.
(f) If the LIBOR Screen Rate or the EURIBO Rate is unavailable, subject to Section 2.23 below,
(i) the Agent shall forthwith notify the Borrowers and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances,
(ii) each such Eurocurrency Advance will automatically, on the last day of the then existing Interest Period therefor (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances, and
(iii) the obligation of the Lenders to make Eurocurrency Rate Advances or to Convert Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.
(g) If any Borrower shall request an Interest Period of other than one, two, three or six months and such Interest Period is approved by the Lenders in accordance with clause (c) of the definition of Interest Period, the Eurocurrency Rate Advances subject to such request shall bear interest at the rate per annum equal to the rate determined by the Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the Reuters LIBOR01 Page rate or EURIBOR01 Page rate, as applicable (for the longest period for which the Reuters LIBOR01 Page rate or EURIBOR01 Page rate, as applicable, is available for the applicable currency), that is shorter than such Interest Period and (b) the applicable Reuters LIBOR01 Page rate or EURIBOR01 Page rate, as applicable, for the shortest period (for which such Reuters LIBOR01 Page rate or EURIBOR01 Page rate, as applicable, is available for the applicable currency) that exceeds such Interest Period, in each case, at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period. When determining the rate for a period which is less than the shortest period for which the Reuters LIBOR01 Page rate or EURIBOR01 Page rate, as applicable, is available, the Reuters LIBOR01 Page rate or EURIBOR01 Page rate, as applicable, for purposes of paragraph (a) above shall be deemed to be the Overnight Rate.
Appears in 1 contract
Samples: Credit Agreement (International Flavors & Fragrances Inc)
Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.06(a)(i) or (iia)(ii). Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, with respect to any Eurodollar Eurocurrency Rate Advances, the Required Lenders notify the Agent that (i) they are unable to obtain matching deposits in the Eurodollar London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower Company and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallyBorrower will, on the last day of the then existing Interest Period therefortherefor (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (ii2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Borrower Company and the Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable, the applicable Borrower may elect, by notice to the Agent and the Lenders, to continue such Advances in such Committed Currency for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Agent and the Company as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period).
(c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Eurocurrency Rate Advances made to it in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefortherefor (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Converted into Base Rate Advances; provided, that the applicable Borrower may direct the Agent in the applicable Notice of Borrowing to continue Eurocurrency Rate Advances as successive Interest Periods of the same duration until such Borrower shall give the Agent written notice at least five Business Days prior to the end of an Interest Period in the form of Exhibit B-2 that, as of the end of such Interest Period, the applicable Eurocurrency Rate Advances shall Convert into Base Rate Advances or shall be continued as Eurocurrency Rate Advances having an Interest Period as so notified.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000the Borrowing Minimum, such Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Converted into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default (i) each Eurodollar Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into a Base Rate Advance Advances and (B) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended.
(f) If the applicable Bloomberg screen is unavailable for determining the Eurocurrency Rate for any Eurocurrency Rate Advances,
(i) the Agent shall forthwith notify the Company and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances,
(ii) with respect to Eurocurrency Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be prepaid by the applicable Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and
(iii) the obligation of the Lenders to make Eurocurrency Rate Advances or to Convert Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: Credit Agreement (At&t Inc.)
Interest Rate Determination. (a) 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 2.06(a)(i2.08(a)(i), (ii) or (iiiii).
(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Revolving Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, 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 Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders 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 Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Administrative CERC 364-Day Revolving Credit Agreement Agent will forthwith so notify the Borrower and the Lenders and such Revolving Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. If no Advances are outstanding at the time of delivery of a Notice of Borrowing with respect to Eurodollar Rate Advances and the Borrower shall fail to select an Interest Period for such Advances, such Advances shall be made as Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Revolving Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (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 Lenders to make, or to Convert Revolving Advances into, Eurodollar Rate Advances shall be suspended.
Appears in 1 contract
Samples: Credit Agreement (Centerpoint Energy Resources Corp)
Interest Rate Determination. (a) 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 2.06(a)(i) or (ii).
(b) If, with respect to any Eurodollar LIBOR Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar LIBOR Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar LIBOR Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon whereupon: (i) each Eurodollar LIBOR 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 Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar LIBOR Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders 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 LIBOR Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar LIBOR Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,0001,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01: (i) each Eurodollar LIBOR Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance Advance; and (ii) the obligation of the Lenders to make, continue or to Convert Advances into, Eurodollar LIBOR Rate Advances shall be suspended.
(f) If on any date the Administrative Agent is unable to determine the LIBOR Rate for any LIBOR Rate Advances to be made on such date:
(i) the Administrative Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such LIBOR Rate Advances,
(ii) with respect to LIBOR Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will Continue as a Base Rate Advance), and
(iii) the obligation of the Lenders to make LIBOR Rate Advances or to Convert Revolving Credit Advances into LIBOR Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: Revolving Credit Agreement (Telecomunicaciones De Puerto Rico Inc)
Interest Rate Determination. (a) 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 2.06(a)(i) or (ii2.08(a).
(b) If, with respect to any Eurodollar BA Rate Advances or LIBOR Rate Advances, the Required Lenders notify the Agent at least one Business Day before the date of any proposed BA Rate Advance or LIBOR Rate Advance, as applicable, that the Eurodollar BA Rate or LIBOR Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar BA Rate Advances or LIBOR Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar BA Rate Advance and LIBOR Rate Advance, as applicable, will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance or Prime Rate Advance, as applicable, and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar BA Rate Advances or LIBOR Rate Advances, as applicable, shall be suspended until the Agent shall notify the Borrower and the Lenders 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 BA Rate Advances or LIBOR Rate Advances 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 Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances or Prime Rate Advances, as applicable.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar BA Rate Advances or LIBOR Rate Advances, as applicable, comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than CAN$1,000,000 (or $5,000,0001,000,000, as applicable), such Advances shall on the last day of the applicable Interest Period automatically Convert into Base Rate Advances or Prime Rate Advances, as applicable.
(e) Upon the occurrence and during the continuance of any Event of Default Default, at the option of the Agent or on the request of the Required Lenders (i) each Eurodollar BA Rate Advance and LIBOR Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance or Prime Rate Advance, as applicable, and (ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar BA Rate Advances or LIBOR Rate Advances shall be suspended.
Appears in 1 contract
Samples: Credit Agreement (Sears Canada Inc.)
Interest Rate Determination. (a) 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 2.06(a)(i2.07(a)(i) or (ii).
(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (iiB) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders 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 Advances 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 Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000the Borrowing Minimum, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default Default, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert therefor be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
(f) If neither the applicable Bloomberg screen nor another commercially available source providing quotations of the ICE Benchmark Administration Limited LIBOR Rate as designated by the Agent from time to time is available and a Benchmark Replacement has not been effected,
(i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances,
(ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and
(iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice determine each interest rate applicable to the Loans hereunder and shall promptly notify the Borrower and the Lenders of the applicable interest such rate determined in writing (or by the Agent telephone, promptly confirmed in writing). Any such determination shall be conclusive and binding for purposes of Section 2.06(a)(i) or (ii)all purposes, absent manifest error.
(b) If, with respect to any Eurodollar Rate Advances, the Required Majority Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Majority Lenders of for making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon 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 and
(ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders 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 Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, 10,000,000 such Advances shall automatically Convert into Base Rate Advances, and on and after such date the right of the Borrower to Convert such Advances into Eurodollar Rate Advances shall terminate.
(e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
Appears in 1 contract
Samples: Revolving Credit Agreement (Corn Products International Inc)
Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.06(a)(i2.07(a)(i), (ii), (iii) or (iiiv).
(b) If, with respect to any Eurodollar Rate Advances, If the Required Lenders notify the Agent that (i) with respect to any EURIBOR Advances, they are unable to obtain matching deposits in the Eurodollar Rate applicable inter-bank market at or about 11:00 A.M. (Brussels time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period, (ii) with respect to any EURIBOR Advances or Term SOFR Advances, EURIBOR or Term SOFR for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate EURIBOR Advances or Term SOFR Advances for such Interest PeriodPeriod or (iii) with respect to any XXXXX Advances, XXXXX will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective XXXXX Advances, the Agent shall forthwith so notify the Borrower Company and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Borrower of such XXXXXXX Advances or Term SOFR Advances will, on the last day of the then existing Interest Period therefor, (1) in the case of Term SOFR Advances, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate AdvanceAdvances and (2) in the case of XXXXXXX Advances, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances in the Equivalent amount of Dollars, (B) the Borrower of such XXXXX Advances will, immediately after receipt of such notice, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances in the Equivalent amount of Dollars, and (iiB) the obligation of the Lenders to makemake Term SOFR Advances, XXXXXXX Advances or XXXXX Advances, as applicable, or to Convert Advances into, Eurodollar Base Rate Advances into Term SOFR Advances, shall be suspended until the Agent shall notify the Borrower Company and the Lenders that the circumstances causing such suspension no longer exist.
(c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate EURIBOR Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate AdvancesAdvances in the Equivalent amount of Dollars.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Term SOFR Advances, XXXXX Advances or XXXXXXX Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00010,000,000 (or the Equivalent thereof in any Committed Currency), such Advances shall automatically (i) in the case of Term SOFR Advances, Convert into Base Rate Advances and (ii) in the case of XXXXXXX Advances or XXXXX Advances, Convert into Base Rate Advances in the Equivalent amount of Dollars.
(e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) (A) each Eurodollar Rate Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert be Converted into a Base Rate Advance, (B) each Advance that is denominated in any Committed Currency which accrues interest at a daily rate shall continue to remain outstanding, and (C) each Advance that is denominated in any Committed Currency which accrues interest at a term rate shall automatically, on the last day of the then existing Interest Period for such Advance and subject to Section 2.08(f)(ii), be continued with an Interest Period of one month and (ii) the obligation of the Lenders to make, or to Convert Dollar-denominated Advances into, Eurodollar Rate into Term SOFR Advances shall be suspended.
(f) If any of the sources used to determine an interest rate hereunder (including, without limitation, any of the screen pages specified herein or any of the substitute or successor pages thereto) is unavailable,
(i) the Agent shall forthwith notify the Company and the Lenders that the interest rate cannot be determined for the applicable Advances,
(ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor (in the case of Term SOFR or EURIBOR Advances) or immediately (in the case of XXXXX Advances), be prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance in the Equivalent amount of Dollars, and
(iii) the obligation of the Lenders to make such Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: Credit Agreement (Interpublic Group of Companies, Inc.)
Interest Rate Determination. (a) 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 2.06(a)(i2.07(a)(i) or (ii).
(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (iiB) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders 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 Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.011.01 for any Eurodollar Rate Advances made to it, the Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000the Borrowing Minimum, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
(f) If the applicable Bloomberg screen (or any successor to or substitute for Bloomberg, providing rate quotations comparable to those currently provided by Bloomberg, as determined by the Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in Dollars by reference to the ICE Benchmark Administration Settlement Rates for deposits in Dollars) is unavailable for determining the Eurodollar Rate for any Eurodollar Rate Advances,
(i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances,
(ii) with respect to Eurodollar Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and
(iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Interest Rate Determination. (a) 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 2.06(a)(i) or (ii).
(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, 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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If the Borrower shall fail to select the duration provide notice of any Interest Period a Conversion or continuation pursuant to Section 2.08 for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01Advance, then the Agent will forthwith so notify the Borrower and the Lenders and such Advances the Borrower will automatically, on the last day of the then existing be deemed to have selected an Interest Period therefor, Convert into Base of one month for such Eurodollar Rate AdvancesAdvance.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,0001,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
(f) If the Screen Rate and the Interpolated Rate are unavailable and the Administrative Agent reasonably expects that such situation will be temporary,
(i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances,
(ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and
(iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(g) Notwithstanding anything to the contrary in this Agreement, if the Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Required Lenders notify the Agent (in the case of the Required Lenders with a copy to the Borrower) that the Borrower or the Required Lenders (as applicable) have determined, that:
(i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or NYDOCS02/1172785 17
(ii) the supervisor for the administrator of LIBOR or a governmental authority having jurisdiction over the Agent has made a public statement identifying a specific date after which LIBOR shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), then, after such determination by the Agent or receipt by the Agent of such notice, as applicable, the Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that has been broadly accepted by the syndicated loan market in the United States in lieu of LIBOR (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and, notwithstanding anything to the contrary in Section 8.01, any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Agent notice that such Required Lenders do not accept such amendment. Any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist, the obligation of the Lenders to make or maintain Eurodollar Rate Advances shall be suspended (to the extent of the affected Eurodollar Rate Advances or Interest Periods). Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Advances (to the extent of the affected Eurodollar Rate Advances or Interest Periods) or, failing that, will be deemed to have Converted such request into a Base Rate Advance in the amount specified therein.
Appears in 1 contract
Samples: Term Loan Agreement (Autodesk Inc)
Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrower Company and the Appropriate Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.06(a)(i2.07(a)(i), (ii), (iii) or (iiiv) (other than with respect to the interest rate for the outstanding Swingline Advances which shall be determined by each applicable Swingline Lender).
(b) IfTo the extent the circumstances described in Section 2.21 shall not have occurred, if, with respect to any Eurodollar SOFR Advance or Eurocurrency Rate AdvancesAdvance under any Facility, the Required Lenders notify (x) the Agent determines (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Term SOFR Reference Rate, Daily Simple SOFR or any applicable Eurocurrency Rate, as applicable, cannot be determined pursuant to the definition thereof (or, in the case of Daily Simple SOFR, shall no longer be determined pursuant to the proviso in the definition thereof), or (y) the Lenders owed at least 51% of the aggregate principal amount thereof determine that for any reason in connection with any request for a SOFR Advance or Eurocurrency Rate Advance, or a Conversion thereto or a continuation thereof, that the Term SOFR Reference Rate or any applicable Eurocurrency Rate for any requested Interest Period for such Advances will Period, or Daily Simple SOFR, as applicable, with respect to a proposed SOFR Advance or Eurocurrency Rate Advance does not adequately and fairly reflect the cost to such Required Lenders of makingmaking and maintaining such Advance, funding or maintaining their respective Eurodollar Rate Advances for and the Lenders owed at least 51% of the aggregate principal amount thereof have provided notice of such Interest Perioddetermination to the Agent, the Agent shall forthwith will promptly so notify the Borrower and each Appropriate Lender, whereupon
(A) the Lendersobligation of the Appropriate Lenders to make Term SOFR Advances, whereupon Daily Simple SOFR Advances, or Eurocurrency Rate Advances, as applicable, and any right of the Borrower to continue any such affected SOFR Advances or Eurocurrency Rate Advances, as applicable, or to Convert Base Rate Advances to such affected SOFR Advances or Eurocurrency Rate Advances, as applicable, shall be suspended (to the extent of the affected SOFR Advances or Eurocurrency Rate Advances, as applicable, or affected Interest Periods, as applicable) until the Agent (with respect to clause (y), at the instruction of the Lenders owing at least 51% of the aggregate principal amount thereof) revokes such notice;
(B) Upon receipt of such notice, (i) each Eurodollar the Borrower may revoke any pending request for a borrowing of, Conversion to or continuation of SOFR Advances or Eurocurrency Rate Advance Advances, as applicable (to the extent of the affected SOFR Advances or Eurocurrency Rate Advances, as applicable, or affected Interest Periods, as applicable) or, failing that, the Borrower will automaticallybe deemed to have Converted any such request into a request for a Borrowing of, on or Conversion to, (A) if the request applies to both the Term SOFR Reference Rate and Daily Simple SOFR, Base Rate Advances in the amount specified therein, (B) if the request applies to Daily Simple SOFR but not the Term SOFR Reference Rate, Term SOFR Advances with an Interest Period of one-month in the amount specified therein (or, if the Term SOFR Reference Rate shall be no longer available at such time, into Base Rate Advances in the amount specified therein), (C) if the request applies to the Term SOFR Reference Rate but not Daily Simple SOFR, Daily Simple SOFR Advances in the amount specified therein (or, if Daily Simple SOFR shall be no longer available at such time, into Base Rate Advances in the amount specified therein), and (D) if the request applies to any applicable Eurocurrency Rate, then such request shall be ineffective, and (ii)(A) any outstanding affected Term SOFR Advances, if applicable, will be deemed to have been Converted into Daily Simple SOFR Advances at the end of the applicable Interest Period (or, if Daily Simple SOFR shall be no longer available at such time, into Base Rate Advances), (B) any outstanding affected Daily Simple SOFR Advances, if applicable, will be deemed to have been Converted into Term SOFR Advances with an Interest Period of one-month (or, if the Term SOFR Reference Rate shall be no longer available at such time, into Base Rate Advances) and (C) any outstanding affected Eurocurrency Rate Advances, if applicable, at the Borrower’s election, shall (I) be Converted into Base Rate Advances denominated in Dollars (in an amount equal to the Dollar Equivalent of such Committed Currency), at the end of the applicable Interest Period, (II) be Converted into Daily Simple SOFR Advances denominated in Dollars (in an amount equal to the Dollar Equivalent of such Committed Currency), at the end of the applicable Interest Period, (III) be Converted into Term SOFR Advances denominated in Dollars (in an amount equal to the Dollar Equivalent of such Committed Currency) with an Interest Period of one-month, at the end of the applicable Interest Period or (IV) be prepaid in full immediately or at the end of the applicable Interest Period; provided, that, with respect to any Eurocurrency Rate Advance, if no election is made by the Borrower by the earlier of (x) the date that is three Business Days after receipt by the Borrower of such notice and (y) the last day of the then existing current Interest Period therefor, Convert into a Base for the applicable Eurocurrency Rate Advance, the Borrower shall be deemed to have elected clause (I) above. Upon any such Conversion, the Borrower shall also pay accrued interest on the amount so Converted, together with any additional amounts required pursuant to Section 8.04(c). Subject to Section 2.21, if the Agent determines (which determination shall be conclusive and (iibinding absent manifest error) that Adjusted Term SOFR cannot be determined pursuant to the obligation of definition thereof on any given day, the Lenders to make, or to Convert Advances into, Eurodollar interest rate on Base Rate Advances shall be suspended determined by the Agent without reference to clause (c) of the definition of “Base Rate” until the Agent shall notify the Borrower and the Lenders that the circumstances causing revokes such suspension no longer existdetermination.
(c) If the Borrower shall fail to to:
(i) select the duration of any Interest Period for any Eurodollar Term SOFR Advances or Eurocurrency Rate Advances 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 Appropriate Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor,
(A) in the case of Term SOFR Advances, Convert into Base Term SOFR Advances with an Interest Period of one month, and
(B) in the case of Eurocurrency Rate Advances, Convert into a Eurocurrency Rate Advance in the same Committed Currency with an Interest Period of one month; and
(ii) notify the Agent that a Daily Simple SOFR Advance will Convert into an Advance of another Type in accordance with Section 2.09, then such Daily Simple SOFR Advance shall continue to remain outstanding as a Daily Simple SOFR Advance.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Term SOFR Advances or Eurocurrency Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000the Revolving Credit Borrowing Minimum, such Advances shall automatically (i) in the case of Term SOFR Advances, Convert into Daily Simple SOFR Advances (or, if Daily Simple SOFR shall be no longer available at such time, into Base Rate Advances), and (ii) in the case of Eurocurrency Rate Advances, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default Default, (i) each Eurodollar Term SOFR Advance or Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert (A) in the case of such Term SOFR Advances, be Converted into a Base Rate Advance Advances and (B) in the case of such Eurocurrency Rate Advances, be exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Term SOFR Advances or Eurocurrency Rate Advances shall be suspended.
Appears in 1 contract
Samples: Credit Agreement (Td Synnex Corp)
Interest Rate Determination. (a) 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 2.06(a)(i2.07(a)(i) or (ii).. CA, Inc. Credit Agreement
(ba) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (iiB) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(cb) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances 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 Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(dc) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00010,000,000, such Advances shall automatically Convert into Base Rate Advances.
(ed) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert therefor be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
(e) If the applicable Bloomberg page is unavailable,
(i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances,
(ii) with respect to Eurodollar Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and
(iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(f) Notwithstanding anything to the contrary in this Agreement, if the Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that:
(i) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for any requested Interest Period, because the LIBOR Screen Rate is not available 15 CA, Inc. Credit Agreement or published on a current basis and such circumstances are unlikely to be temporary; or
(ii) the administrator of the LIBOR Screen Rate or a governmental authority having jurisdiction over the Agent has made a public statement identifying a specific date after which the Eurodollar Rate or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or
(iii) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the Eurodollar Rate, then, reasonably promptly after such determination by the Agent or receipt by the Agent of such notice, as applicable, the Agent and the Borrower may amend this Agreement to replace the Eurodollar Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Agent written notice that such Required Lenders do not accept such amendment. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Advances shall be suspended, (to the extent of the affected Eurodollar Rate Advances or Interest Periods), and (y) the One Month LIBOR component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Advances (to the extent of the affected Eurodollar Rate Advances or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of, conversion to or continuation of Base Rate Advances (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement. As used above:
Appears in 1 contract
Samples: Term Loan Agreement (Ca, Inc.)
Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.06(a)(i) or (ii)2.07.
(b) If, due to a major disruption in the interbank funding market with respect to any Eurodollar Term SOFR Advances or Eurocurrency Rate Advances, the Required Lenders notify the Agent that the Eurodollar Rate Adjusted Term SOFR or the EURIBO Rate, as applicable, for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Term SOFR Advances or Eurocurrency Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower Borrowers and the Lenders, whereupon (i) each Eurodollar Rate Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, (ii) each Eurocurrency Rate Advance shall be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (iiiii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Term SOFR Advances or Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Borrower Company and the Lenders that the circumstances causing such suspension no longer exist.
(c) If the Borrower Company shall fail to select the duration of any Interest Period for any Eurodollar Term SOFR Advances or Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify the Borrower Company and the Lenders and such Advances the Company will automatically, on the last day of the then existing be deemed to have selected an Interest Period therefor, Convert into Base Rate Advancesof one month.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Term SOFR Advances or Eurocurrency Rate Advances comprising constituting any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000the Borrowing Minimum, such Advances shall automatically (i) if such Advances are Term SOFR Advances, Convert into Base Rate Advances and (ii) if such Advances are Eurocurrency Rate Advances, be exchanged for an Equivalent amount of Dollars and Converted into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any If an Event of Default has occurred and is continuing and the Agent, at the request of the Required Lenders, so notifies the Company, then, so long as an Event of Default is continuing, (i) each Eurodollar Term SOFR Advance and each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period thereforshall automatically (A) if such Advance is a Term SOFR Advance, Convert into a Base Rate Advance and (B) if such Advance is a Eurocurrency Rate Advance, be exchanged for an Equivalent amount of Dollars and Converted into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Term SOFR Advances or Eurocurrency Rate Advances shall be suspended.
(f) If (x) Term SOFR cannot be determined in accordance with the definition thereof, (y) the EURIBO Rate does not appear Bloomberg, Txxxxxxx Reuters or on another nationally recognized service selected by the Agent or the Sub-Agent, or (z) the Overnight Rate cannot be determined in accordance with the definition thereof,
(i) the Agent shall forthwith notify the Company and the Lenders that the interest rate cannot be determined for the applicable Advances,
(ii) each such affected Advance will automatically, on the last day of the then existing Interest Period therefor (A) if such Advance is a Term SOFR Advance, Convert into a Base Rate Advance and (B) if such Advance is a Eurocurrency Rate Advance, be prepaid by the applicable Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and
(iii) the obligation of the Lenders to make, or Convert Revolving Credit Advances into, Term SOFR Advances, Eurocurrency Rate Advances or Swing Line Advances, as applicable, shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: Credit Agreement (Pepsico Inc)
Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrower and the Lenders and the L/C Issuer of the applicable interest rate determined by the Agent for purposes of Section 2.06(a)(i) or (ii).
(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Agent that the Eurodollar Rate for any Interest Period for such Revolving Credit Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, 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 Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders 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 Advances 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 Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any an Event of Default under Section 6.01(a) or an Event of Default with respect to the requirements of Section 5.03, (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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
Appears in 1 contract
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the applicable Borrower and the Lenders Banks of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.06(a)(i2.07(a) or (ii)b) hereof.
(b) If, with respect to any Eurodollar Rate AdvancesLoans, (i) the Required Lenders Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant interbank market, adequate means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (ii) the Majority Banks notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances Loans will not adequately reflect the cost to such Required Lenders Majority Banks of making, funding or maintaining their respective Eurodollar Rate Advances Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Borrowers and the LendersBanks, whereupon whereupon:
(i) each Eurodollar Rate Advance Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate AdvanceLoan, and and
(ii) the obligation of the Lenders Banks to make, or to Convert Advances Loans into, Eurodollar Rate Advances Loans shall be suspended until the Administrative Agent shall notify the Borrower Borrowers and the Lenders Banks that the circumstances causing such suspension no longer exist.
(c) If the applicable Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances Loans in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the such Borrower and the Lenders Banks, and such Advances Loans will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate AdvancesLoans.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising Loans constituting any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,0001,000,000, such Advances shall Loans shall, if they are Eurodollar Rate Loans, automatically Convert into Base Rate Advances.
(e) Upon Loans, and on and after such date the occurrence and during right of the continuance of any Event of Default (i) each applicable Borrower to Convert such Loans into Eurodollar Rate Advance will automaticallyLoans shall terminate; provided, on the last day however, that if and so long as each such Loan shall be of the then existing same Type and have the same Interest Period thereforas Loans constituting another Borrowing or other Borrowings made to such Borrower, Convert into a Base Rate Advance and (ii) the obligation aggregate unpaid principal amount of all such Loans shall equal or exceed $1,000,000, such Borrower shall have the Lenders right to makecontinue all such Loans as, or to Convert Advances all such Loans into, Eurodollar Rate Advances shall be suspendedLoans of such Type having such Interest Period.
Appears in 1 contract
Samples: 364 Day Bridge Term Loan Agreement (Uil Holdings Corp)
Interest Rate Determination. (a) 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 2.06(a)(i2.11(a) or (iib), and, if applicable, the rate for the purpose of determining the applicable interest rate under Section 2.11(c).
(b) If, with respect to any Eurodollar Rate Advances, (i) the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (ii) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar Rate, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (iiB) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders 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 Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00010,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default Default, (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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
(f) If the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error), or is notified by Required Lenders, that a rate other than the Eurodollar Rate has become the then-prevailing market benchmark rate for newly originated loans in Dollars in the U.S. market then the Administrative Agent may (in consultation with the Borrower) choose a replacement index rate (“Replacement Rate”) and, as appropriate, adjustment margins (“Adjustment Margins”; and the sum of any Adjustment Margins plus the Replacement Rate, the “Replacement Benchmark Rate”) corresponding to each available Eurodollar Rate term, to effect, to the extent practicable, an aggregate all-in interest rate substantially equivalent to the Eurodollar Rate -based rate in effect prior to its replacement. The Replacement Rate and Adjustment Margins will be determined with due consideration to the then-prevailing market practice for determining a rate of interest for newly originated syndicated loans in the United States, and may reflect appropriate mathematical or other adjustments to account for the transition from the Eurodollar Rate to the Replacement Rate. The Administrative
Appears in 1 contract
Samples: Credit Agreement (AEP Texas Inc.)
Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrower Company and the Appropriate Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.06(a)(i2.07(a)(i) or (ii).
(b) If, with respect to any Eurodollar Eurocurrency Rate AdvancesBorrowing under any Facility, the Required Lenders owed at least 51% of the aggregate principal amount thereof notify the Agent that (i) they are unable to obtain matching deposits in the Eurodollar London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower Company and the Appropriate Lenders, whereupon (iA) each Eurodollar the Borrower of such Eurocurrency Rate Advance will automaticallyAdvances will, on the last day of the then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (ii2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Borrower Company and the Lenders that the circumstances causing such suspension no longer exist.
(c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify the such Borrower and the Appropriate Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000the Revolving Credit Borrowing Minimum, such Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default Default, (i) each Eurodollar Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into a Base Rate Advance Advances and (B) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended.
(f) If Reuters LIBOR01 Page is unavailable for determining the Eurocurrency Rate for any Eurocurrency Rate Advances, and no other commercially available source providing quotations of the Eurocurrency Rate have been agreed by the Agent and the Company,
(i) the Agent shall forthwith notify the applicable Borrower and the Appropriate Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances,
(ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be prepaid by the applicable Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and
(iii) the obligation of the Appropriate Lenders to make Eurocurrency Rate Advances or to Convert Advances comprising a Borrowing into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Company and the Appropriate Lenders that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Interest Rate Determination. (a) 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 2.06(a)(i) or (ii).
(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, 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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If the Borrower shall fail to select the duration provide notice of any Interest Period a Conversion or continuation pursuant to Section 2.08 for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01Advance, then the Agent will forthwith so notify the Borrower and the Lenders and such Advances the Borrower will automatically, on the last day of the then existing be deemed to have selected an Interest Period therefor, Convert into Base of one month for such Eurodollar Rate AdvancesAdvance.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,0001,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
(f) If the Screen Rate and the Interpolated Rate are unavailable and the Agent reasonably expects that such situation will be temporary,
(i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances,
(ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and
(iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: Credit Agreement (Autodesk, Inc.)
Interest Rate Determination. (a) 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 2.06(a)(i) or (ii).
. (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last final day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders 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 Advances in accordance with the provisions contained in the definition of “Interest Period” " in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last final day of the then existing Interest Period therefor, Convert into Base Rate Advances.
. (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default Default, (i) each Eurodollar Rate Advance will automatically, on the last final day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
Appears in 1 contract
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Borrowers and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.06(a)(i2.08(a)(i) or (ii).
(b) If, with respect to any Eurodollar Eurocurrency Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Borrowers and the Lenders, whereupon (i) each Eurodollar Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into Prime Rate Advances and (B) if such Eurocurrency Rate Advances are denominated in a Base Primary Currency, be exchanged for an Equivalent amount of US Dollars and converted into Prime Rate AdvanceAdvances, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower Borrowers and the Lenders that the circumstances causing such suspension no longer exist.
(c) If the a Borrower shall fail to select the duration of any Interest Period for any Eurodollar Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Administrative Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into Base Prime Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into Base Prime Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default Default, (i) each Eurodollar Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into Prime Rate Advances and (B) if such Eurocurrency Rate Advances are denominated in a Base Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended.
Appears in 1 contract
Samples: Credit Agreement (Paxar Corp)
Interest Rate Determination. (a) 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 2.06(a)(i2.07(a)(i) or (ii).
(b) If, with respect to any Eurodollar Rate AdvancesAdvances under any Facility, the Required Lenders owed at least 51% of the aggregate principal amount thereof notify the Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance under such Facility 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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the that such Lenders have determined 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 Advances 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 Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base a Eurodollar Rate AdvancesBorrowing having an Interest Period of one month.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,0001,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default Default, (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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
(f) If the Screen Rate and the Interpolated Rate are unavailable for determining the Eurodollar Rate for any Eurodollar Rate Advances,
(i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances,
(ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and
(iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: Credit Agreement (Gatx Corp)
Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrower Borrowers and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.06(a)(i) or (ii2.08(b).
(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Agent at least one Business Day before the date of any proposed Eurodollar Rate Advance that the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower Borrowers and the Lenders, 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 Lenders to make, or to Convert Base Rate Advances into, into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower Borrowers and the Lenders that the circumstances causing such suspension no longer exist.
(c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify the such Borrower and the Lenders and such Eurodollar Rate Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Eurodollar Rate Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default Default, at the option of the Agent or on the request of the Required Lenders (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 Lenders to make, or to Convert Advances into, any outstanding portion of the Term Loan into Eurodollar Rate Advances shall be suspended.
Appears in 1 contract
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Company and the Lenders Banks of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.06(a)(i3.06(a) or (iisolely with respect to Base Rate Advances determined on the basis of One Month LIBOR) and Section 3.06(b).
(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders Majority Banks notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders Majority Banks of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Company and the LendersBanks, whereupon (i) each such Eurodollar Rate Advance Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate AdvanceAdvances, and (ii) the obligation of the Lenders Banks to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower Company and the Lenders Banks that the circumstances causing such suspension no longer exist.
(c) If the Borrower Company shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Administrative Agent will forthwith so notify the Borrower Company and the Lenders Banks and such Advances the Company will automatically, on the last day of the then existing be deemed to have selected an Interest Period therefor, Convert into Base Rate Advancesof one month.
(d) On the date on which If the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00010,000,000, such Advances shall automatically Convert into Base Rate AdvancesAdvances on the last day of the Interest Period applicable thereto.
(e) Upon Subject to Section 1.04, if the occurrence and during the continuance of any Event of Default LIBOR Screen Rate is unavailable,
(i) each the Administrative Agent shall forthwith notify the Company and the Banks that the interest rate cannot be determined for such Eurodollar Rate Advances,
(ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (iior if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and
(iii) the obligation of the Lenders Banks to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Company and the Banks that the circumstances causing such suspension no longer exist.
(f) Notwithstanding any contrary provision of this Agreement, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Majority Banks, so notifies the Company, then, so long as such Event of Default is continuing (i) unless repaid, each Eurodollar Rate Advance will automatically, on the final day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Banks to Convert Base Rate Advances into Eurodollar Rate Advances shall be suspended.
Appears in 1 contract
Samples: Revolving Credit and Letter of Credit Agreement (Cigna Corp)
Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.06(a)(i) or (ii)2.07.
(b) If, due to a major disruption in the interbank funding market with respect to any Eurodollar Eurocurrency Rate Advances, the Required Lenders notify the Agent that the Eurodollar Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, (ii) each Eurocurrency Rate Advance denominated in Euros shall be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (iiiii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Borrower Company and the Lenders that the circumstances causing such suspension no longer exist.
(c) If the Borrower Company shall fail to select the duration of any Interest Period for any Eurodollar Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify the Borrower Company and the Lenders and such Advances the Company will automatically, on the last day of the then existing be deemed to have selected an Interest Period therefor, Convert into Base Rate Advancesof one month.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising constituting any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000the Borrowing Minimum, such Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in Euros, be exchanged for an Equivalent amount of Dollars and Converted into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any If an Event of Default has occurred and is continuing and the Agent, at the request of the Required Lenders, so notifies the Company, then, so long as an Event of Default is continuing, (i) each Eurodollar Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period thereforshall automatically (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in Euro, be exchanged for an Equivalent amount of Dollars and Converted into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended.
(f) If the Eurodollar Rate does not appear on the selected Service or if the EURIBO Rate does not appear Bloomberg or on another nationally recognized service selected by the Agent,
(i) the Agent shall forthwith notify the Company and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances,
(ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in Euros, be prepaid by the applicable Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and
(iii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: Credit Agreement (Pepsico Inc)
Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrower Borrowers and the Lenders Banks of the applicable interest rate determined by the Agent for purposes of Section 2.06(a)(i2.13(a)(i) or (ii2.13(a)(ii).
(b) If, with respect to any Eurodollar Rate Revolving Credit Advances, the Required Lenders Majority Banks notify the Agent that the Eurodollar Rate for any Interest Period for such Revolving Credit Advances will not adequately reflect the cost to such Required Lenders Majority Banks of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower Borrowers and the LendersBanks, 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 Lenders Banks to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower Borrowers and the Lenders Banks that the circumstances causing such suspension no longer exist.
(c) If the a Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Agent will forthwith so notify the such Borrower and the Lenders Banks and such Revolving Credit Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00010,000,000, such Revolving Credit Advances shall automatically Convert into Base Rate AdvancesAdvances and the applicable Borrower shall pay any amounts required to be paid pursuant Section 8.4(c) as a result of such Conversion.
(e) Upon the occurrence and during the continuance of any Event of Default under Section 6.1(a), (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 Lenders Banks to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
Appears in 1 contract
Interest Rate Determination. (a) 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 2.06(a)(i2.07(a)(i) or (ii).
. (b) If, with respect to any Eurodollar Rate AdvancesAdvances under any Facility, the Required Lenders owed at least 51% of the aggregate principal amount thereof notify the Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance under such Facility 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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the that such Lenders have determined 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 Advances 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 Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.24 NYDOCS02/1188161
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,0001,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default Default, (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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
(f) If the Screen Rate and the Interpolated Rate are unavailable for determining the Eurodollar Rate for any Eurodollar Rate Advances, (i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances, (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and (iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(g) Notwithstanding anything to the contrary in this Agreement, if the Agent determines (which determination shall be conclusive absent manifest error), or the Borrower notifies the Agent that it has determined, or the Required Lenders notify the Agent (with a copy to the Borrower) that the Required Lenders have determined, that: (i) adequate and reasonable means do not exist for ascertaining ICE LIBOR for any requested Interest Period, including, without limitation, because the Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; (ii) the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which ICE LIBOR or the Screen Rate shall no longer be made available or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”) (either of the circumstances described in clause (i) above or this clause (ii) is a “Benchmark Transition Event”); or (iii) U.S. dollar-denominated syndicated credit facilities being executed at such time, or that include language similar to that contained in this Section are being executed or amended, as applicable, to incorporate or adopt a new benchmark replacement rate to replace ICE LIBOR and the Agent, the Borrower or the Required Lenders, as applicable, have elected to declare that an “Early-Opt-in Election” has occurred and the provision, as applicable, by the Agent of written notice of such election to the Borrower and the Lenders, by the Borrower or the Required Lenders of written notice of such election to the Agent, 25 NYDOCS02/1188161
Appears in 1 contract
Samples: Credit Agreement (Gatx Corp)
Interest Rate Determination. (a) 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 2.06(a)(i2.07(a)(i) or (ii).
(b) If, with respect to any Eurodollar Eurocurrency Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Eurocurrency 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 Lenders to make, or to Convert Base Rate Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders 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 Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period thereforfor such Eurocurrency Rate Advance, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default Default, (i) each Eurodollar Eurocurrency 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 Lenders to make, or to Convert Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended.
Appears in 1 contract
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Borrowers and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.06(a)(i2.08(a)(i) or (ii).
(b) If, with respect to any Eurodollar Eurocurrency Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Borrowers and the Lenders, whereupon (i) each Eurodollar Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into Prime Rate Advances and (B) if such Eurocurrency Rate Advances are denominated in a Base Primary Currency, be exchanged for an Equivalent amount of US Dollars and converted into Prime Rate AdvanceAdvances, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower Borrowers and the Lenders 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 Advances 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 Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into Base Prime Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default Default, (i) each Eurodollar Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into Prime Rate Advances and (B) if such Eurocurrency Rate Advances are denominated in a Base Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended.
Appears in 1 contract
Samples: Credit Agreement (Paxar Corp)
Interest Rate Determination. (a) The Agent shall give prompt notice to the relevant Borrower and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.06(a)(i2.07(a)(i) or (ii).
(ba) If, with respect to any Eurodollar Rate Advances, the Required Majority Lenders notify the Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest PeriodPeriod (which cost each such Lender reasonably determines in good faith is material), the Agent shall forthwith so notify the each Borrower and the Lenders, 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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the each Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(cb) If the Borrower any Borrower, in requesting a Borrowing comprised of Eurodollar Rate Advances, shall fail to select the duration of any the Interest Period for any such Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(dc) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(ed) Upon the occurrence and during the continuance of any Event of Default Default, (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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
(e) Notwithstanding anything to the contrary in this Agreement, if the Agent determines (which determination shall be conclusive absent manifest error), or the Company or Majority Lenders notify the Agent (with, in the case of the Majority Lenders, a copy to Company) that the Company or Majority Lenders (as applicable) have determined, that:
(i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or
(ii) the administrator of the LIBOR Screen Rate or a governmental authority having jurisdiction over the Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or
(iii) syndicated loans currently being executed, or that include language similar to that contained in this Section 2.08(f), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Agent or receipt by the Agent of such notice, as applicable, the Agent and the Company shall negotiate in good faith to amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any then-prevailing market convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below). Notwithstanding anything to the contrary in Section 9.01, without any further action or consent of any party to this Agreement, any such amendment shall become effective at 5:00 P.M. (New York City time) on the fifth Business Day after the Agent shall have posted such proposed amendment to all Lenders and the Company unless, prior to such time, Lenders comprising the Majority Lenders have delivered to the Agent written notice that such Majority Lenders do not accept such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Agent. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Advances shall be suspended, (to the extent of the affected Eurodollar Rate Advances or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Advances (to the extent of the affected Eurodollar Rate Advances or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Advances (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.
Appears in 1 contract
Interest Rate Determination. (a) 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 2.06(a)(i2.06(a) or (iib), and, if applicable, the rate for the purpose of determining the applicable interest rate under Section 2.06(c).
(b) If, with respect to any Eurodollar Rate Advances, (i) the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (ii) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar Rate, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (iiB) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders 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 Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00010,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default Default, (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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
Appears in 1 contract
Samples: Term Credit Agreement (AEP Transmission Company, LLC)
Interest Rate Determination. (a) 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 2.06(a)(i2.11(a), (b) or (iic), and, if applicable, the rate for the purpose of determining the applicable interest rate under Section 2.11(d).
(b) If, with respect to any Eurodollar Rate Advances, Advances (i) the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (ii) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar Rate, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (iiB) the obligation of the Lenders to makemake Eurodollar Rate Advances, or to Convert outstanding Advances into, into Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders 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 Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00010,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default Default, (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 Lenders to makemake Eurodollar Rate Advances, or to Convert outstanding Advances into, into Eurodollar Rate Advances shall be suspended.
Appears in 1 contract
Samples: Credit Agreement (Ohio Power Co)
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Company and the Lenders Banks of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.06(a)(i) or (ii3.06(b).
(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders Majority Banks notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders Majority Banks of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Company and the LendersBanks, whereupon (i) each such Eurodollar Rate Advance Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate AdvanceAdvances, and (ii) the obligation of the Lenders Banks to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower Company and the Lenders Banks that the circumstances causing such suspension no longer exist.
(c) If the Borrower Company shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Administrative Agent will forthwith so notify the Borrower Company and the Lenders Banks and such Advances the Company will automatically, on the last day of the then existing be deemed to have selected an Interest Period therefor, Convert into Base Rate Advancesof one month.
(d) On the date on which If the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00010,000,000, such Advances shall automatically Convert into Base Rate AdvancesAdvances on the last day of the Interest Period applicable thereto.
(e) Upon Subject to Section 1.04, if the occurrence and during the continuance of any Event of Default LIBOR Screen Rate is unavailable,
(i) each the Administrative Agent shall forthwith notify the Company and the Banks that the interest rate cannot be determined for such Eurodollar Rate Advances,
(ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (iior if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and
(iii) the obligation of the Lenders Banks to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Com-pany and the Banks that the circumstances causing such suspension no longer exist.
(f) Notwithstanding any contrary provision of this Agreement, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Majority Banks, so notifies the Company, then, so long as such Event of Default is continuing (i) unless repaid, each Eurodollar Rate Advance will automatically, on the final day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Banks to Convert Base Rate Advances into Eurodollar Rate Advances shall be suspended.
Appears in 1 contract
Samples: Revolving Credit and Letter of Credit Agreement (Cigna Corp)
Interest Rate Determination. (a) 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 2.06(a)(i2.07(a)(i) or (ii).
(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, 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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders 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 Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default (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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
Appears in 1 contract
Samples: 364 Day Bridge Term Loan Agreement
Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrower Company and the Appropriate Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.06(a)(i2.07(a)(i) or (ii).
(b) IfSubject to Section 2.21, if, with respect to any Eurodollar Eurocurrency Rate AdvancesBorrowing under any Facility, the Required Lenders owed at least 51% of the aggregate principal amount thereof notify the Agent that (i) they are unable to obtain matching deposits in the Eurodollar London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower Company and the Appropriate Lenders, whereupon (iA) each Eurodollar the Borrower of such Eurocurrency Rate Advance will automaticallyAdvances will, on the last day of the then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (ii2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Borrower Company and the Lenders that the circumstances causing such suspension no longer exist.
(c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify the such Borrower and the Appropriate Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000the Revolving Credit Borrowing Minimum, such Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances.. Jabil Credit Agreement33 38
(e) Upon the occurrence and during the continuance of any Event of Default Default, (i) each Eurodollar Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into a Base Rate Advance Advances and (B) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended.
(f) Subject to Section 2.21, if the applicable Bloomberg screen is unavailable for determining the Eurocurrency Rate for any Eurocurrency Rate Advances, and no other commercially available source providing quotations of the Eurocurrency Rate have been agreed by the Agent and the Company,
(i) the Agent shall forthwith notify the applicable Borrower and the Appropriate Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances,
(ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be prepaid by the applicable Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and
(iii) the obligation of the Appropriate Lenders to make Eurocurrency Rate Advances or to Convert Advances comprising a Borrowing into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Company and the Appropriate Lenders that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: Credit Agreement (Jabil Inc)
Interest Rate Determination. (a) 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 2.06(a)(i2.07(a)(i) or (ii).
(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Borrower will, on the last day of the then then-existing Interest Period therefor, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (iiB) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders 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 Advances 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 Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00010,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
(f) If Reuters Screen LIBOR01 Page (or any successor page) is unavailable for any Eurodollar Rate Advance,
(i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances,
(ii) each such Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and
(iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: Term Loan Agreement (Xerox Corp)
Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.06(a)(i2.07(a)(i), (ii), (iii) or (iiiv).
(b) If, with respect to any Eurodollar Rate Advances, If the Required Lenders notify the Agent that (i) with respect to any EURIBOR Advances, they are unable to obtain matching deposits in the Eurodollar Rate applicable inter-bank market at or about 11:00 A.M. (Brussels time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period, (ii) with respect to any EURIBOR Advances or Term SOFR Advances, EURIBOR or Term SOFR for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate EURIBOR Advances or Term SOFR Advances for such Interest PeriodPeriod or (iii) with respect to any XXXXX Advances, XXXXX will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective XXXXX Advances, the Agent shall forthwith so notify the Borrower Company and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Borrower of such EURIBOR Advances or Term SOFR Advances will, on the last day of the then existing Interest Period therefor, (1) in the case of Term SOFR Advances, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate AdvanceAdvances and (2) in the case of EURIBOR Advances, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances in the Equivalent amount of Dollars, (B) the Borrower of such XXXXX Advances will, immediately after receipt of such notice, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances in the Equivalent amount of Dollars, and (iiB) the obligation of the Lenders to makemake Term SOFR Advances, EURIBOR Advances or XXXXX Advances, as applicable, or to Convert Advances into, Eurodollar Base Rate Advances into Term SOFR Advances, shall be suspended until the Agent shall notify the Borrower Company and the Lenders that the circumstances causing such suspension no longer exist.
(c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate EURIBOR Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate AdvancesAdvances in the Equivalent amount of Dollars.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Term SOFR Advances, XXXXX Advances or EURIBOR Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00010,000,000 (or the Equivalent thereof in any Committed Currency), such Advances shall automatically (i) in the case of Term SOFR Advances, Convert into Base Rate Advances and (ii) in the case of EURIBOR Advances or XXXXX Advances, Convert into Base Rate Advances in the Equivalent amount of Dollars.
(e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) (A) each Eurodollar EURIBOR Advance and each XXXXX Advance will automatically, on the last day of the then existing Interest Period for each EURIBOR Advance or immediately, in the case of each XXXXX Advance, be Converted into a Base Rate Advance in the Equivalent amount of Dollars, (B) each Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert be Converted into a Base Rate Advance and (C) if such Advance is denominated in any Committed Currency, be Converted into a Base Rate Advance in the Equivalent amount of Dollars and (ii) the obligation of the Lenders to make, or to Convert Advances intoConvert
(f) If any of the sources used to determine an interest rate hereunder (including, Eurodollar without limitation, any of the screen pages specified herein or any of the substitute or successor pages thereto) is unavailable, (i) the Agent shall forthwith notify the Company and the Lenders that the interest rate cannot be determined for the applicable Advances, (ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor (in the case of Term SOFR or EURIBOR Advances) or immediately (in the case of XXXXX Advances), be prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance in the Equivalent amount of Dollars, and (iii) the obligation of the Lenders to make such Advances shall be suspendedsuspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: Credit Agreement (Interpublic Group of Companies, Inc.)
Interest Rate Determination. (a) 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 2.06(a)(i2.07(a)(i) or (ii), and the rate, if any, furnished by Citibank for the purpose of determining the interest rate under Section 2.07(a)(ii).
(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (iiB) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders 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 Advances 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 Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default Default, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
(f) If Moneyline Telerate Markets Page 3750 is unavailable and Citibank shall not furnish timely information to the Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances,
(i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances,
(ii) with respect to Eurodollar Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, at the option of the Borrower, be prepaid by the Borrower or be automatically Converted into a Base Rate Advance, and
(iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: Credit Agreement (Polyone Corp)
Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.06(a)(i) or (ii2.06(a). Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, with respect to any Eurodollar Rate SOFR Advances, XXXXXXX Advances or XXXXX Advances, (i) the Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR, XXXXXXX or the XXXXX Xxxx, as applicable, cannot be determined pursuant to the definition thereof or (ii) the Required Lenders notify the Agent that (A) in the Eurodollar case of XXXXXXX Advances, they are unable to obtain matching deposits in the applicable inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period or (B) Adjusted Term SOFR, EURIBOR or the XXXXX Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate SOFR Advances or XXXXXXX Advances for such Interest PeriodPeriod or XXXXX Advances, the Agent shall forthwith so notify the Borrower Company and the Lenders, whereupon (i1) each Eurodollar Rate Advance will automaticallyBorrower will, on the last day of the then existing Interest Period therefortherefor (in the case of SOFR Advances or XXXXXXX Advances) or immediately, in the case of XXXXX Advances (A) in the case of SOFR Advances, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (iiB) in the case of XXXXXXX Advances or XXXXX Advances, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (2) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate SOFR Advances, XXXXXXX Advances or XXXXX Advances, as applicable, shall be suspended until the Agent shall notify the Borrower Company and the Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (B) above are applicable, the applicable Borrower may elect, by notice to the Agent and the Lenders, to continue EURIBOR Advances for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its EURIBOR Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Agent and the Company as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period).
(c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate SOFR Advances or XXXXXXX Advances made to it in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefortherefor (i) in the case of SOFR Advances, Convert into Base Rate Advances and (ii) in the case of XXXXXXX Advances, be exchanged for an Equivalent amount of Dollars and Converted into Base Rate Advances; provided, that the applicable Borrower may direct the Agent in the applicable Notice of Borrowing to continue SOFR Advances or XXXXXXX Advances as successive Interest Periods of the same duration until such Borrower shall give the Agent written notice at least five Business Days prior to the end of an Interest Period in the form of Exhibit B-2 that, as of the end of such Interest Period, the applicable SOFR Advances shall Convert into Base Rate Advances or the applicable SOFR Advances or XXXXXXX Advances shall be continued as SOFR Advances or XXXXXXX Advances, as applicable, having an Interest Period as so notified.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate SOFR Advances, XXXXXXX Advances or XXXXX Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000the Borrowing Minimum, such Advances shall automatically (i) in the case of SOFR Advances, Convert into Base Rate Advances and (ii) in the case of XXXXXXX Advances or XXXXX Advances, be exchanged for an Equivalent amount of Dollars and Converted into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default (i) each Eurodollar Rate SOFR Advance, EURIBOR Advance and XXXXX Advance will automatically, on the last day of the then existing Interest Period therefortherefor (in the case of SOFR Advances or EURIBOR Advances) or immediately, Convert in the case of XXXXX Advances, (A) in the case of SOFR Advances, be Converted into a Base Rate Advance Advances and (B) in the case of XXXXXXX Advances and XXXXX Advances, be exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate SOFR Advances, XXXXXXX Advances and XXXXX Advances shall be suspended.
(f) In connection with the use, administration, adoption or implementation of the Term SOFR Reference Rate, XXXXXXX or XXXXX, the Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement.
Appears in 1 contract
Samples: Credit Agreement (At&t Inc.)
Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.06(a)(i2.07(a)(i) or (ii).
(b) If, with respect to any Eurodollar Rate Advances, Lenders owed at least 50% of the Required Lenders then aggregate principal amount thereof notify the Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower Company and the Lenders, 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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower Borrowers and the such Lenders that the circumstances causing such suspension no longer exist.
(c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00010,000,000 (or $5,000,000 in the case of Canadian Advances), such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a) or any Borrowing Base Deficiency, (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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
(f) If Xxxxxx Screen LIBOR01 is unavailable for determining the Eurodollar Rate for any Eurodollar Rate Advances,
(i) the Agent shall forthwith notify the Borrowers and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances,
(ii) with respect to Eurodollar Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and
(iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: Credit Agreement (Eastman Kodak Co)
Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.06(a)(i2.08(a)(i) or (ii).
(b) If, with respect to any Eurodollar Term Rate Advances, Advances (i) the Required Lenders notify the Agent that the Eurodollar Rate Term SOFR for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Term Rate Advances for such Interest PeriodPeriod or (ii) the Agent determines the interest rate applicable to Term Rate Advances is not ascertainable or available (including, without limitation, because the applicable Reuters or Bloomberg screen (or on any successor or substitute page on such screen) is unavailable), the Agent shall forthwith so notify the Borrower Company and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Company will, on the last day of the then existing Interest Period therefor, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (iiB) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Term Rate Advances shall be suspended until the Agent shall notify the Borrower Company and the Lenders that the circumstances causing such suspension no longer exist.
(c) If the Borrower shall fail to select the duration of any The Interest Period for any Eurodollar Term Rate Advance shall, at the end of each Interest Period, be automatically continued for an Interest Period of the same duration until such time as the Company shall have Converted the applicable Term Rate Advance into a Base Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in pursuant to Section 1.01, the Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances2.10.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Term Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000the Borrowing Minimum, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default (i) each Eurodollar Rate Advance will automaticallyDefault, on the last day of the then existing Interest Period therefor, Convert be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to makemake Term Rate Advances, or to Convert Advances intointo Term Rate Advances, Eurodollar Rate Advances shall be suspended.
Appears in 1 contract
Interest Rate Determination. (a) 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 2.06(a)(i2.07(a)(i) or (ii).
(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (iiB) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders 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 Advances 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 Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefortherefore, Convert be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
(f) If Reuters LIBOR01 Page is unavailable for any Eurodollar Rate Advances,
(i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances,
(ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance, and
(iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Revolving Credit Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(g) If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) the Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and
Appears in 1 contract
Samples: Credit Agreement (Ryland Group Inc)
Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.06(a)(i2.08(a)(i), (ii), (iii) or (iiiv).
(b) If, with respect to any Eurodollar Term Rate Advances, Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, the Required Lenders notify the Agent that (i) they are unable to obtain matching deposits in the Eurodollar applicable currency in the Relevant Interbank Market at or about 11:00 A.M. (New York City time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period (or, with respect to Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, on the relevant date of determination) or (ii) the Term Rate for any Interest Period (or, with respect to Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, for any relevant date of determination) for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Term Rate Advances in the applicable currency for such Interest PeriodPeriod (or, with respect to Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, for such date of determination), the Agent shall forthwith so notify the each Borrower and the Lenders, whereupon (iA) each Eurodollar the Borrower of such Term Rate Advance will automaticallyAdvances in such currency will, on the last day of the then existing Interest Period therefortherefor (or, with respect to Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, immediately), (1) if such Term Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate AdvanceAdvances and (2) if such Term Rate Advances or Alternative Currency Daily Rate Advances, as applicable, are denominated in a Committed Currency or other Foreign Currency (other than Dollars) prepay such Advances in the Committed Currency or other Foreign Currency in which they were made, and (iiB) the obligation of the Lenders to make, or to Convert or continue Revolving Credit Advances into, Eurodollar Term Rate Advances, Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, as applicable, in such currency shall be suspended until the Agent shall notify the each Borrower and the Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable with respect to Term Rate Advances, the applicable Borrower AMERICAS/2024254939.6 88 Sealed Air – 4th A&R Syndicated Facility Agt may elect, by notice to the Agent and the Lenders, to continue such Term Rate Advances in such Committed Currency (for the avoidance of doubt, other than Xxxxxxxx) or other Foreign Currency for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Term Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Agent and the Company as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period).
(c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Term Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify the such Borrower and the Lenders who have extended such Term Rate and such Advances will automatically, on the last day of the then existing Interest Period thereforfor such Advances, (i) in the case of Term Rate Advances denominated in Dollars, Convert such Term Rate Advances into Base Rate Advances, (ii) in the case of Term Rate Advances denominated in a Committed Currency or other Foreign Currency (other than Dollars or Pesos), continue such Term Rate Advances as Term Rate Advances with a one-month Interest Period, and (iii) in the case of XXXX Xxxx Advances, continue such TIIE Rate Advance as a TIIE Rate Advance with a 28-day Interest Period.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Term Rate Advances, Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically (i) in the case of Daily Simple SOFR Advances or Term Rate Advances denominated in Dollars, Convert such Term Rate Advances or Daily Simple SOFR Advances, as applicable, into Base Rate Advances, and (ii) in the case of Term Rate Advances denominated in a Committed Currency or other Foreign Currency (other than Dollars), on the last day of the applicable Interest Period for such Term Rate Advances, and the last day of each subsequent Interest Period for so long as the total of such Advances are less than the Equivalent of $5,000,000, (A) in the case of a Committed Currency or other Foreign Currency (other than Dollars or Pesos), continue such Term Rate Advances as Term Rate Advances with a one-month Interest Period and (B) in the case of Term Rate Advances in Pesos, continue such Term Rate Advances as TIIE Rate Advances with a 28-day Interest Period.
(e) Upon the occurrence and during the continuance of any Event of Default Default, upon the request of the Required Lenders, (i) each Eurodollar Term Rate Advance, each Daily Simple SOFR Advance and each Alternative Currency Daily Rate Advance will automatically, (A) with respect to Alternative Currency Daily Rate Advances denominated in Sterling and Daily Simple SOFR Advances, with immediate effect, and (B) with respect to Term Rate Advances, on the last day of the then existing Interest Period therefor, Convert (A) if such Advance is denominated in Dollars, be Converted into a Base Rate Advance and (B) if such Advance is denominated in a Committed Currency or other Foreign Currency (other than Dollars), be exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Term Rate Advances, Daily Simple SOFR Advances and Alternative Currency Daily Rate Advances shall be automatically suspended. AMERICAS/2024254939.6 89 Sealed Air – 4th A&R Syndicated Facility Agt
(f) For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a 365-day year or 366-day year, as applicable, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 365 or 366, as applicable. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement. Each of the Loan Parties confirms that it fully understands and is able to calculate the rate of interest applicable to the credit facility under this Agreement based on the methodology for calculating per annum rates provided for in this Agreement. The Agent agrees that if requested in writing by the Borrowers it will calculate the nominal and effective per annum rate of interest on the Facility outstanding at the time of such request and provide such information to the Borrowers promptly following such request; provided that any error in any such calculation, or any failure to provide such information on request, shall not relieve the Borrowers or any other Loan Party of any of its obligations under this Agreement or any other Loan Document, nor result in any liability to the Agent or any Lender. Each Loan Party hereby irrevocably agrees not to plead or assert, whether by way of defence or otherwise, in any proceeding relating to the Loan Documents, that the interest payable under the Loan Documents and the calculation thereof has not been adequately disclosed to the Loan Parties, whether pursuant to section 4 of the Interest Act (Canada) or any other applicable law or legal principle.
(g) If any provision of this Agreement would oblige the CDN Revolver Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by applicable Law or would result in a receipt by that Lender of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Law or so result in a receipt by that Lender of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows (i) first, by reducing the amount or rate of interest required to be paid to the affected Lender under Section 2.08 and (ii) thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid to the affected Lender which would constitute interest for purposes of section 347 of the Criminal Code (Canada).
(i) If the Banco de México fails to publish the TIIE for the applicable Interest Period on the first Business Day of such Interest Period, either temporarily or on a definitive basis, the TIIE Rate shall be calculated applying any rate published by the Banco de México in substitution of the applicable TIIE Rate, and (ii) if clause (i) above is not available, the TIIE Rate shall be calculated based on the annual yield for the TIIE for a period closest to the duration of the applicable Interest Period, either compounded or calculated based on a 28, 91 or 182 day, as applicable, equivalent basis in substitution of the TIIE Rate.
Appears in 1 contract
Interest Rate Determination. (a) 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 2.06(a)(i) or (ii).
(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, 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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders 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 Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default Default, (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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
Appears in 1 contract
Interest Rate Determination. (a) 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 2.06(a)(i) or (ii).
(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, 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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If the Borrower shall fail to select the duration provide notice of any Interest Period a Conversion or continuation pursuant to Section 2.08 for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01Advance, then the Agent will forthwith so notify the Borrower and the Lenders and such Advances the Borrower will automatically, on the last day of the then existing be deemed to have selected an Interest Period therefor, Convert into Base of one month for such Eurodollar Rate AdvancesAdvance.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,0001,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
(f) If the Screen Rate and the Interpolated Rate are unavailable and the Administrative Agent reasonably expects that such situation will be temporary, NYDOCS02/1172294 17
(i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances,
(ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and
(iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(g) Notwithstanding anything to the contrary in this Agreement, if the Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Required Lenders notify the Agent (in the case of the Required Lenders with a copy to the Borrower) that the Borrower or the Required Lenders (as applicable) have determined, that:
(i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or
(ii) the supervisor for the administrator of LIBOR or a governmental authority having jurisdiction over the Agent has made a public statement identifying a specific date after which LIBOR shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), then, after such determination by the Agent or receipt by the Agent of such notice, as applicable, the Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that has been broadly accepted by the syndicated loan market in the United States in lieu of LIBOR (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and, notwithstanding anything to the contrary in Section 8.01, any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Agent notice that such Required Lenders do not accept such amendment. Any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist, the obligation of the Lenders to make or maintain Eurodollar Rate Advances shall be suspended (to the extent of the affected Eurodollar Rate Advances or Interest Periods). Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Advances (to the extent of the affected Eurodollar Rate Advances or Interest Periods) or, failing that, will be deemed to have Converted such request into a Base Rate Advance in the amount specified therein.
Appears in 1 contract
Samples: Credit Agreement (Autodesk Inc)
Interest Rate Determination. (a) 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 2.06(a)(i2.07(a)(i) or (ii).
(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, 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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If the Borrower shall fail to select the duration provide notice of any Interest Period a Conversion or continuation pursuant to Section 2.09 for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01Advance, then the Agent will forthwith so notify the Borrower and the Lenders and such Advances the Borrower will automatically, on the last day of the then existing be deemed to have selected an Interest Period therefor, Convert into Base of one month for such Eurodollar Rate AdvancesAdvance.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00010,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), and if the Agent, at the request, or with the consent, of the Required Lenders, so notifies the Borrower, then: (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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
(f) If Reuters Screen LIBOR01 Page is unavailable,
(i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances,
(ii) with respect to Eurodollar Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and
(iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: Credit Agreement (Emc Corp)
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Company and the Lenders Banks of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.06(a)(i) or (ii3.06(b).
(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders Majority Banks notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders Majority Banks of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Company and the LendersBanks, whereupon (i) each such Eurodollar Rate Advance Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate AdvanceAdvances, and (ii) the obligation of the Lenders Banks to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower Company and the Lenders Banks that the circumstances causing such suspension no longer exist.
(c) If the Borrower Company shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower Company and the Lenders Banks and such Advances the Company will automatically, on the last day of the then existing be deemed to have selected an Interest Period therefor, Convert into Base Rate Advancesof one month.
(d) On the date on which If the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00010,000,000, such Advances shall automatically Convert into Base Rate AdvancesAdvances on the last day of the Interest Period applicable thereto.
(e) Upon If the occurrence and during the continuance of Eurodollar Rate does not appear on Reuters Page LIBOR01 (or any Event of Default successor page),
(i) each the Administrative Agent shall forthwith notify the Company and the Banks that the interest rate cannot be determined for such Eurodollar Rate Advances,
(ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (iior if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and
(iii) the obligation of the Lenders Banks to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Company and the Banks that the circumstances causing such suspension no longer exist.
(f) Notwithstanding any contrary provision of this Agreement, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Majority Banks, so notifies the Company, then, so long as such Event of Default is continuing (i) unless repaid, each Eurodollar Rate Advance will automatically, on the final day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Banks to Convert Base Rate Advances into Eurodollar Rate Advances shall be suspended.
Appears in 1 contract
Samples: Revolving Credit and Letter of Credit Agreement (Cigna Corp)
Interest Rate Determination. (ai) The Agent shall give prompt notice [Intentionally Omitted],
(ii) Subject to the Borrower clause (d)(iii) below, if Adjusted Term SOFR is unavailable and the Lenders of Administrative Agent is unable to determine the applicable interest rate determined by the Agent for purposes of Section 2.06(a)(i) or (ii).
(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Agent that the Eurodollar Term SOFR Reference Rate for any Interest Period for such Advances will Adjusted Term SOFR Advances, as provided in the definition of “Adjusted Term SOFR” (including because the Term SOFR Reference Rate is not adequately reflect available or published on a current basis),
(A) the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, 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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing interest rate cannot be determined for such suspension no longer exist.Adjusted Term SOFR Advances,
(c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances 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 Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default (iB) each Eurodollar Rate such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (iior if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance),
(C) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Adjusted Term SOFR Advances shall be suspendedsuspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist; and
(D) the Borrower may revoke any pending request for an Adjusted Term SOFR Advance, to Convert a Base Rate Advance to a Adjusted Term SOFR Advance or to continue an Adjusted Term SOFR Advance, provided that if the Borrower does not so revoke any such request, the Borrower will be deemed to have requested a Base Rate Advance.
(iii) Notwithstanding clause (a)(ii) or (d)(ii) of this Section 2.07 or any other provision of this Agreement or any other Loan Document (and any Guaranteed Hedge Agreement shall be deemed not to be a “Loan Document” for purposes of this Section):
Appears in 1 contract
Interest Rate Determination. (a) 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 2.06(a)(i2.07(a)(i) or (ii).
(b) If, with respect to any Eurodollar Rate AdvancesAdvances under any Facility, the Required Revolving Lenders or the Required Term Lenders, as applicable, notify the Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period or (ii) the Adjusted LIBO Rate or the Eurodollar Rate Rate, as applicable, for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (iiB) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders 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 Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify then the Borrower and the Lenders and such Advances will automatically, on the last day of the then existing shall be deemed to have selected an Interest Period therefor, Convert into Base Rate Advancesof one month’s duration.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000the Borrowing Minimum, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default Default, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert therefor be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
(f) If prior to the commencement of any Interest Period for a Eurodollar Rate Advance, the Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the Eurodollar Rate, as applicable (including because the LIBO Screen Rate is not available or published on a current basis), for such Interest Period then the Agent shall forthwith so notify the Borrower and the Lenders, whereupon (A) the Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (B) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(g) If at any time the Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (f) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (f) above have not arisen but the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which the LIBO Screen Rate shall no longer be used for determining interest rates for loans, then the Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 8.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Revolving Lenders or the Required Term Lenders, as applicable, stating that such Required Revolving Lenders or the Required Term Lenders, as applicable, object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (g) (but, in the case of the circumstances described in clause (b)(ii) of this Section 2.08, only to the extent the LIBO Screen Rate for such Interest Period is not available or published at such time on a current basis), (A) the Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (B) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
Appears in 1 contract
Samples: Credit Agreement (Dollar Tree Inc)
Interest Rate Determination. (a) 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 2.06(a)(i2.07(a)(i) or (ii).
(b) If, with respect to any Eurodollar Eurocurrency Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Eurocurrency 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 Lenders to make, or to Convert Base Rate Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders 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 Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.011.02, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period thereforfor such Eurocurrency Rate Advance, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default Default, (i) each Eurodollar Eurocurrency 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 Lenders to make, or to Convert Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended.
Appears in 1 contract
Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrower Company and the applicable Lenders of the applicable interest rate rates determined by the Agent for purposes of each clause of Section 2.06(a)(i) or (ii2.07(a).
(b) If, with respect to any Eurodollar Rate AdvancesLoans of any Class, Lenders owed at least 50% of the Required Lenders then aggregate principal amount thereof notify the Agent that the Eurodollar Rate for any Interest Period for such Advances Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances Loans for such Interest Period, the Agent shall forthwith so notify the Borrower Company and the applicable Lenders, whereupon (i) each Eurodollar Rate Advance Loan of such Class will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate AdvanceLoan of such Class, and (ii) the obligation of the applicable Lenders to make, or to Convert Advances Loans of such Class into, Eurodollar Rate Advances Loans of such Class shall be suspended until the Agent shall notify the Borrower Borrowers and the such Lenders that the circumstances causing such suspension no longer exist.
(c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances Loans in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify the such Borrower and the Appropriate Lenders and such Advances Loans will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate AdvancesLoans.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances Revolving Loans comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00010,000,000 (or $5,000,000 in the case of Canadian Revolving Loans), such Advances Revolving Loans shall automatically Convert into Base Rate AdvancesRevolving Loans.
(e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a) or, in the case of and with respect to Revolving Loans, any Borrowing Base Deficiency, (i) each applicable Eurodollar Rate Advance Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance Loan and (ii) the obligation of the applicable Lenders to make, or to Convert Advances Loans into, Eurodollar Rate Advances Loans shall be suspended.
(f) If Xxxxxx Screen LIBOR01 is unavailable for determining the Eurodollar Rate for any Eurodollar Rate Loans,
(i) the Agent shall forthwith notify the Borrowers and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Loans,
(ii) with respect to Eurodollar Rate Loans, each such Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Loan (or if such Revolving Loan is then a Base Rate Loan, will continue as a Base Rate Loan), and
(iii) the obligation 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 Company and the Lenders that the circumstances causing such suspension no longer exist.
(g) With respect to Revolving Loans made to Kodak Canada, whenever a rate of interest hereunder is calculated on the basis of a year (the “deemed year”) which contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest shall be expressed as a yearly rate for purposes of the Interest Act (Canada) by multiplying such rate of interest by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year.
(h) With respect to Revolving Loans made to Kodak Canada, the principle of deemed reinvestment of interest shall not apply to any interest calculation under this Agreement; all interest payments to be made hereunder shall be paid without allowance or deduction for reinvestment or otherwise, before and after maturity, default and judgment. The rates of interest specified in this Agreement are intended to be nominal rates and not effective rates. Interest calculated hereunder shall be calculated using the nominal rate method and not the effective rate method of calculation.
(i) Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable law (the “Maximum Rate”). If the Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the applicable Loans or, if it exceeds such unpaid principal, refunded to the Borrowers, as applicable. In determining whether the interest contracted for, charged, or received by the Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.
(j) Notwithstanding any provision of this Agreement, in no event shall the aggregate “interest” (as defined in Section 347 of the Criminal Code (Canada)) payable by Kodak Canada under this Agreement exceed the effective annual rate of interest on the “credit advanced” (as defined in the Section) under this Agreement lawfully permitted by that Section and, if any payment, collection or demand pursuant to this Agreement in respect of “interest” (as defined in that Section) is determined to be contrary to the provisions of that Section, such payment, collection or demand shall be deemed to have been made by mutual mistake of Kodak Canada and the Lenders and the amount of such payment or collection shall be refunded to Kodak Canada. For the purposes of this Agreement, the effective annual rate of interest shall be determined in accordance with generally accepted actuarial practices and principles over the relevant term and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Lenders will be prima facie evidence of such rate.
Appears in 1 contract
Samples: Debt Agreement (Eastman Kodak Co)
Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.06(a)(i2.08(a)(i) or (ii).
(b) If, with respect to any Eurodollar Term SOFR Rate Advances, Advances or Alternative Currency Advances (i) the Required Lenders notify the Agent that (A) if applicable for an Alternative Currency, deposits are not being offered to banks in the Eurodollar applicable offshore interbank market for such currency for the applicable amount and Interest Period or determination date(s), as applicable to such Alternative Currency Advance or (B) the Term SOFR Rate or Alternative Currency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Term SOFR Rate Advances or Alternative Currency Rate for such Interest PeriodPeriod or (ii) the Agent determines the interest rate applicable to Term SOFR Rate Advances or Alternative Currency Advances is not ascertainable or available (including, without limitation, because the applicable Bloomberg screen (or on any successor or substitute page on such screen) is unavailable), the Agent shall forthwith so notify the Borrower Company and the Lenders, whereupon (iA) each Eurodollar the Borrower of such Term SOFR Rate Advance will automaticallyAdvances or Alternative Currency Advances will, on the last day of the then existing Interest Period therefor, (1) if such Advances are Term SOFR Rate Advances, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (ii2) if such Advances are Alternate Currency Advances, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Term SOFR Rate Advances or Alternative Currency Advances shall be suspended until the Agent shall notify the Borrower Company and the Lenders that the circumstances causing such suspension no longer exist.
(c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Term SOFR Rate Advances or Alternative Currency Term Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, (i) if such Advances are Term SOFR Rate Advances, Convert into Base Rate Advances and (ii) if such Advances Alternative Currency Advances, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Term SOFR Rate Advances or Alternative Currency Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000the Borrowing Minimum, such Advances shall automatically (i) if such Advances are Term SOFR Rate Advances, Convert into Base Rate Advances and (ii) if such Advances are Alternative Currency Rate Advances, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default Default, (i) each Eurodollar Term SOFR Rate Advance and Alternative Currency Advance will automatically, on the last day of the then existing Interest Period therefor, Convert (A) if such Advances are Term SOFR Rate Advances, be Converted into a Base Rate Advance Advances and (B) if Advances are Alternative Currency Advances, be exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Lenders to makemake Term SOFR Rate Advances or Alternative Currency Advances, or to Convert Advances intointo Term SOFR Rate Advances, Eurodollar Rate Advances shall be suspended.
Appears in 1 contract
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Borrowers and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.06(a)(i2.08(a)(i) or (ii).
(b) If, with respect to any Eurodollar Eurocurrency Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Borrowers and the Lenders, whereupon (i) each Eurodollar Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into Prime Rate Advances and (B) if such Eurocurrency Rate Advances are denominated in a Base Primary Currency, be exchanged for an Equivalent amount of US Dollars and converted into Prime Rate AdvanceAdvances, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower Borrowers and the Lenders that the circumstances causing such suspension no longer exist.
(c) If the a Borrower shall fail to select the duration of any Interest Period for any Eurodollar Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Administrative Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into Base Prime Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,0001,000,000, such Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into Base Prime Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default Default, (i) each Eurodollar Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into Prime Rate Advances and (B) if such Eurocurrency Rate Advances are denominated in a Base Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended.
Appears in 1 contract
Samples: Credit Agreement (Paxar Corp)
Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrower and the applicable Lenders of the applicable interest rate rates determined by the Agent for purposes of each clause of Section 2.06(a)(i) or (ii2.07(a).
(b) If, with respect to any Eurodollar Rate AdvancesLoans, Lenders owed at least 50% of the Required Lenders then aggregate principal amount thereof notify the Agent that the Eurodollar Rate for any Interest Period for such Advances Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances Loans for such Interest Period, the Agent shall forthwith so notify the Borrower and the applicable Lenders, whereupon (i) each Eurodollar Rate Advance Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate AdvanceLoan, and (ii) the obligation of the applicable Lenders to make, or to Convert Advances Loans into, Eurodollar Rate Advances Loans shall be suspended until the Agent shall notify the Borrower and the such Lenders 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 Advances Loans 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 Revolving Lenders and such Advances Loans will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate AdvancesLoans.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances Loans comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00010,000,000, such Advances Revolving Loans shall automatically Convert into Base Rate AdvancesLoans.
(e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a) or, in the case of and with respect to Revolving Loans, any Borrowing Base Deficiency, (i) each applicable Eurodollar Rate Advance Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance Loan and (ii) the obligation of the applicable Lenders to make, or to Convert Advances Loans into, Eurodollar Rate Advances Loans shall be suspended.
(f) If Xxxxxx Screen LIBOR01 is unavailable for determining the Eurodollar Rate for any Eurodollar Rate Loans,
(i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Loans,
(ii) with respect to Eurodollar Rate Loans, each such Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Loan (or if such Revolving Loan is then a Base Rate Loan, will continue as a Base Rate Loan), and
(iii) the obligation 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 and the Lenders that the circumstances causing such suspension no longer exist.
(g) [Reserved].
(h) [Reserved].
(i) Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable law (the “Maximum Rate”). If the Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the applicable Loans or, if it exceeds such unpaid principal, refunded to the Borrower, as applicable. In determining whether the interest contracted for, charged, or received by the Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.
Appears in 1 contract
Samples: Debtor in Possession Credit Agreement (Eastman Kodak Co)
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Parent and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.06(a)(i2.06(a) or (ii)hereof.
(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate interest rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower Parent and the Lenders, whereupon then (i) each Eurodollar Rate Advance will automaticallywithin 15 days after any such notice by the Administrative Agent, on the last day of Administrative Agent and the then existing Interest Period thereforParent shall enter into negotiations in good faith with a view to agreeing to an alternative interest rate acceptable to the Parent to make, Convert into a Base Rate Advance, fund or maintain such Advances and (ii) if, at the obligation expiration of 20 days from the Lenders to makegiving of such notice by the Administrative Agent, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that Parent shall not have reached an agreement, such Advances will bear interest at a rate per annum specified by each such Lender to represent its cost of funds therefor plus the circumstances causing such suspension no longer existApplicable Margin.
(c) If the Borrower Parent shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.011.01 hereof, the Administrative Agent will forthwith so notify the Borrower Parent and the Lenders and such Advances will automaticallythe Interest Period shall have a duration equal to one month or, if a period of one month would extend beyond the Maturity Date, an Interest Period that ends on the last day of the then existing Interest Period therefor, Convert into Base Rate AdvancesMaturity Date.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default (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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
Appears in 1 contract
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice (i) to the Borrower Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.06(a)(i2.08(a)(i) or and (ii) to the Company, the Swing Line Banks and the Swing Line Agent of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(ii).
(b) If, with respect to any Eurodollar Alternative Currency Daily Rate Advances or Term Rate Advances, the Required Majority Lenders notify the Administrative Agent that (i) with respect to Advances denominated in Euros or Yen, they are unable to obtain matching deposits in the Eurodollar applicable interbank market at or about the applicable time on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Revolving Credit Advances as part of such Borrowing during its Interest Period or (ii) the applicable Term Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Majority Lenders of making, funding or maintaining their respective Eurodollar Term Rate Advances for such Interest Period, or the Alternative Currency Daily Rate for the applicable interest payment period will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Alternative Currency Daily Rate Advances, the Administrative Agent shall forthwith so notify the each Borrower and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallysuch Borrower will, on the last day of the then existing Interest Period therefortherefor (in the case of Term Rate Advances) or on the next applicable Interest Payment Date (in the case of Alternative Currency Daily Rate Advances), (1) if such Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate AdvanceAdvances and (2) if such Advances are denominated in any Alternative Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances, and (iiB) the obligation of the Lenders to make, make Term Rate Advances in the same currency as such Term Rate Advances or to Convert Advances into, Eurodollar make Alternative Currency Daily Rate Advances (if applicable) shall be suspended until the Administrative Agent shall notify the each Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If the Borrower any Borrower, in requesting a Revolving Credit Borrowing comprised of Term Rate Advances, shall fail to select the duration of any the Interest Period for any Eurodollar such Term Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the such Borrower and the Lenders and such Advances will (to the extent such Term Rate Advances remain outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (i) if such Term Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Term Rate Advances are denominated in any Alternative Currency, be exchanged into an Equivalent amount of Dollars and be Converted into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurodollar Term Rate Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, Convert (A) if such Term Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and (B) if such Term Rate Advance is denominated in any Alternative Currency, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, (ii) each Alternative Currency Daily Rate Advance will automatically, on the next Interest Payment Date applicable thereto, be exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance and (iii) the obligation of the Lenders to make, make Term Rate Advances or to Convert Advances into, Eurodollar Alternative Currency Daily Rate Advances shall be suspended.
(e) If the applicable Bloomberg screen or Reuters screen, as applicable, is unavailable,
(i) the Administrative Agent shall forthwith notify the relevant Borrower and the Lenders that the interest rate cannot be determined for such Term Rate Advances or Alternative Currency Daily Rate Advances, as applicable, (ii) (x) with respect to Term Rate Advances, each such Advance will (to the extent such Term Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Term Rate Advance is denominated in Dollars, be prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance and (B) if such Term Rate Advance is denominated in any Alternative Currency, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and (y) with respect to Alternative Currency Daily Rate Advances, each such Advance will (to the extent such Alternative Currency Daily Rate Advance remains outstanding on such day) automatically, on the next Interest Payment Date applicable thereto, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and Converted into a Base Rate Advance, and
Appears in 1 contract
Samples: Five Year Credit Agreement (Honeywell International Inc)
Interest Rate Determination. (a) 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 2.06(a)(i) or (ii).
(b) If, with respect to any Eurodollar Eurocurrency Rate Advances, the Required Lenders notify the Agent that the Eurodollar Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon whereupon
(i) each Eurodollar Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and and
(ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders 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 Eurocurrency Rate Advances 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 Lenders and such Revolving Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,0005,000,000 (or its equivalent in any Alternative Currency), such Revolving Advances shall automatically Convert into Base Rate Advances at the end of the applicable Interest Period for such Revolving Advances.
(e) Upon the occurrence and during the continuance of any Event of Default (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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
Appears in 1 contract
Interest Rate Determination. (a) 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 2.06(a)(i2.07(a)(i) or (ii).
(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Borrower will, on the last day of the then existing Interest Period CA, Inc. Credit Agreement therefor, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (iiB) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders 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 Advances 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 Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00010,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert therefor be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
(f) If the applicable Bloomberg page is unavailable,
(i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances,
(ii) with respect to Eurodollar Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and
(iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: Term Loan Agreement (Ca, Inc.)
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrower Company and the Lenders Banks of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.06(a)(i3.06(a) or (iisolely with respect to Base Rate Advances determined on the basis of the one month Adjusted Term SOFR Rate) and Section 3.06(b).
(b) If, with respect If the Company shall fail to any Eurodollar Rate Advances, select the Required Lenders notify the Agent that the Eurodollar Rate for duration of any Interest Period for any Term Benchmark Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Company and the Banks and the Company will be deemed to have selected an Interest Period of one month.
(c) If the aggregate unpaid principal amount of Term Benchmark Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Advances shall automatically Convert into Base Rate Advances on the last day of the Interest Period applicable thereto.
(d) Subject to clauses (e), (f), (g), (h), (i) and (j) of this Section 3.07, if:
(i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) (A) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR Rate or the Term SOFR Rate (including because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the Adjusted Daily Simple SOFR Rate or the Daily Simple SOFR; or
(ii) the Administrative Agent is advised by the Majority Banks that (A) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, the Adjusted Term SOFR Rate for such Interest Period will not adequately and fairly reflect the cost to such Required Lenders Banks of making, funding making or maintaining their respective Eurodollar Rate Advances included in such Borrowing for such Interest Period or (B) at any time, the Adjusted Daily Simple SOFR Rate will not adequately and fairly reflect the cost to such Banks of making or maintaining their Advances included in such Borrowing; then the Administrative Agent shall give notice thereof to the Company and the Banks by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Company and the Banks that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Company delivers a new notice of Conversion in accordance with the terms of Section 3.08 or a new Notice of Borrowing in accordance with the terms of Section 3.02, (1) any notice of Conversion that requests the conversion of any Borrowing to, or Continuation of any Borrowing as, a Term Benchmark Borrowing and any Notice of Borrowing that requests a Term Benchmark Borrowing shall instead be deemed to be an notice of Conversion or Continuation or a Notice of Borrowing, as applicable, for (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR Rate is not also the subject of Section 3.07(d)(i) or (ii) above or (y) a Base Rate Borrowing if the Adjusted Daily Simple SOFR Rate also is the subject of Section 3.07(d)(i) or (ii) above and (2) any Notice of Borrowing that requests an RFR Borrowing shall instead be deemed to be a Notice of Borrowing, as applicable, for a Base Rate Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted. Furthermore, if any Term Benchmark Advance or RFR Advance is outstanding on the date of the Company’s receipt of the notice from the Administrative Agent referred to in this Section 3.07(d) with respect to a Relevant Rate applicable to such Term Benchmark Advance or RFR Advance, then until (x) the Administrative Agent notifies the Company and the Banks that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Company delivers a new notice of Conversion in accordance with the terms of Section 3.08 or a new Notice of Borrowing in accordance with the terms of Section 3.02, (1) any Term Benchmark Advance shall on the last day of the Interest Period applicable to such Advance (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR Rate is not also the subject of Section 3.07(d)(i) or (ii) above or (y) a Base Rate Advance if the Adjusted Daily Simple SOFR Rate also is the subject of Section 3.07(d)(i) or (ii) above, on such day, and (2) any RFR Advance shall on and from such day be converted by the Administrative Agent to, and shall constitute a Base Rate Advance.
(e) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark (including any related adjustments) for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Banks without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Banks comprising the Majority Banks.
(f) Notwithstanding anything to the contrary herein or in any other Loan Document, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.
(g) The Administrative Agent will promptly notify the Company and the Banks of (and, if applicable, provide the relevant amendment to this Agreement related to) (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Bank pursuant to this Section 3.07, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.07.
(h) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.
(i) Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon Company may revoke any request for (i) a Term Benchmark Borrowing, conversion to or continuation of Term Benchmark Advances to be made, converted or continued or (ii) a RFR Borrowing or conversion to RFR Advances, during any Benchmark Unavailability Period and, failing that, the Company will be deemed to have converted any request for a Term Benchmark Borrowing or RFR Borrowing, as applicable, into a request for a Borrowing of or conversion to (A) solely with respect to any such request for a Term Benchmark Borrowing, an RFR Borrowing so long as the Adjusted Daily Simple SOFR Rate is not the subject of a Benchmark Transition Event or (B) a Base Rate Borrowing if the Adjusted Daily Simple SOFR Rate is the subject of a Benchmark Transition Event. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate. Furthermore, if any Term Benchmark Advance or RFR Advance is outstanding on the date of the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Advance or RFR Advance, then until such time as a Benchmark Replacement is implemented pursuant to this Section 3.07, (1) any Term Benchmark Advance shall on the last day of the Interest Period applicable to such Advance (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR Rate is not the subject of a Benchmark Transition Event or (y) a Base Rate Advance if the Adjusted Daily Simple SOFR Rate is the subject of a Benchmark Transition Event, on such day and (2) any RFR Advance shall on and from such day be converted by the Administrative Agent to, and shall constitute a Base Rate Advance.
(j) Notwithstanding any contrary provision of this Agreement, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Majority Banks, so notifies the Company, then, so long as such Event of Default is continuing (i) unless repaid, each Eurodollar Rate Term Benchmark Advance will automatically, on the last final day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or Banks to Convert Advances into, Eurodollar Base Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders 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 Advances 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 Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default (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 Lenders to make, or to Convert Advances into, Eurodollar Rate Term Benchmark Advances shall be suspended.
Appears in 1 contract
Samples: Revolving Credit and Letter of Credit Agreement (Cigna Group)
Interest Rate Determination. (a) 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 2.06(a)(i2.07(a)(i) or (ii2.07(a)(ii).
(b) If, with respect to any Eurodollar Eurocurrency Rate Advances, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means (including, without limitation, by means of an Interpolated Rate) do not exist for ascertaining the Eurocurrency Rate for such Interest Period or (ii) the Required Lenders notify the Administrative Agent that (x) they are unable to obtain matching deposits in the Eurodollar London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period or (y) the Eurocurrency Rate for any Interest Period for such Advances will not adequately and fairly reflect the cost to such the Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Borrower will, on the last day of the then existing Interest Period therefor, therefor (w) prepay such Advances or (x) Convert such Advances into a Base Rate Advance, Advances and (iiB) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. The Administrative Agent shall not make a determination described in Section 2.08(b)(i), and no Lender shall notify the Administrative Agent as described in Section 2.08(b)(ii), unless the Administrative Agent or such Lender, as applicable, is then generally making corresponding determinations or delivering similar notices, in each case, under comparable credit facilities with similarly situated borrowers to which such Administrative Agent or Lender, as applicable, is a party as an administrative agent or lender, respectively.
(c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Eurocurrency Rate Advances made to the Borrower in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Eurocurrency Rate Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically Convert into Base Rate Advances[Reserved].
(e) Upon the occurrence and during the continuance of any Event of Default Default, (i) each Eurodollar Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert be Converted into a Base Rate Advance (unless the Required Lenders otherwise consent) and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended.
Appears in 1 contract
Interest Rate Determination. (a) 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 2.06(a)(i2.07(a)(i), (ii), (iii) or (iiiv).
(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, 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 Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders 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 A Advances 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 Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances in the case of Dollar Advances or, in the case of Gold Advances, have an Interest Period of 30 days for the next applicable Interest Period.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate A Advances consisting of Dollar Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon written notice to the occurrence Agent and during the continuance of any Event of Default (i) each Eurodollar Rate Advance Borrower, will automatically, on the last day of the then existing Interest Period therefor, Convert be Converted into a Base Rate Advance with a principal amount as of the effective date of such notice equal to the Dollar Equivalent of such Gold Advances as of such date and (iiiii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances, CD Rate Advances or Gold Advances shall be suspended.
(f) The obligation of the Lenders to make Gold Advances shall be subject to the agreement of each Lender hereunder, in its sole discretion, to make such Advances.
Appears in 1 contract
Interest Rate Determination. (a) The Designated Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Designated Agent for purposes of Section 2.06(a)(i2.07(a)(i) or (ii).
(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Designated Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Designated Agent shall forthwith so notify the Borrower and the Lenders, 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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders 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 Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Designated Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000US$25,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default and the election of the Required Lenders, (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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
(f) If Reuters Screen LIBOR01 Page (or any successor page) is unavailable,
(i) the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances,
(ii) with respect to Eurodollar Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and
(iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Designated Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Interest Rate Determination. (a) 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 2.06(a)(i) or (ii).
(b) If, with respect to any Eurodollar Eurocurrency Rate Advances, the Required Lenders notify the Agent that the Eurodollar Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon whereupon,
(i) each Eurodollar Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and and
(ii) the obligation of the Lenders to make, or to Convert Revolving Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders 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 Eurocurrency Rate Advances 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 Lenders and such Revolving Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,0005,000,000 (or its equivalent in any Alternative Currency), such Revolving Advances shall automatically Convert into Base Rate Advances at the end of the applicable Interest Period for such Revolving Advances.
(e) Upon the occurrence and during the continuance of any Event of Default (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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
Appears in 1 contract
Interest Rate Determination. (a) 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 2.06(a)(i2.07(a)(i) or (ii).
(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, 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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders 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 Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00025.0 million, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default and the election of the Required Lenders, (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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
(f) If the applicable Bloomberg screen (or other commercially available source providing such quotations as designated by the Administrative Agent from time to time) is unavailable,
(i) the Administrative Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances,
(ii) with respect to Eurodollar Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and
(iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. Notwithstanding the foregoing or any provision of this Agreement to the contrary, (i) if the Administrative Agent has reasonably determined that the circumstances described in clause (f) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances contemplated by clause (f) above have not arisen but the supervisor for the administrator of such rate or a governmental authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which such rate shall no longer be used for determining interest rates for loans, then after such determination, the Administrative Agent and the Borrower may amend this Agreement to replace the Eurodollar Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that has been broadly accepted by the syndicated loan market in the United States in lieu of the Eurodollar Rate at such time (any such proposed rate, a “Eurodollar Successor Rate”), and may enter into an amendment to this Agreement to reflect such Eurodollar Successor Rate and such other Eurodollar Successor Rate Conforming Changes. Notwithstanding anything to the contrary in this Agreement, any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent notice that such Required Lenders do not accept such amendment. If no Eurodollar Successor Rate has been determined and the circumstances under clause (f) above exist, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurodollar Advances shall be suspended (to the extent of any affected Eurodollar Advances or Interest Periods). Upon receipt of such notice, the Borrower may revoke any pending request for a Eurodollar Advance of, conversion to or continuation of Eurodollar Advances or, failing that, will be deemed to have converted such request into a request for a Base Rate Advance in the amount specified therein.
Appears in 1 contract
Samples: 364 Day Bridge Term Loan Agreement (Twenty-First Century Fox, Inc.)
Interest Rate Determination. (a) 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 2.06(a)(i2.07(a)(i) or (ii).
(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (iiB) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders 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 Advances 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 Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000the Borrowing Minimum, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default Default, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert therefor be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
(f) If neither Reuters’ LIBOR01 Page nor another commercially available source providing quotations of the ICE Benchmark Administration Limited LIBOR Rate as designated by the Agent from time to time is available,
(i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances,
(ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and
(iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.06(a)(i2.08(a)(i), (ii), (iii) or (iiiv).
(b) If, with respect to any Eurodollar Term Rate Advances, Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, the Required Lenders notify the Agent that (i) they are unable to obtain matching deposits in the Eurodollar applicable currency in the Relevant Interbank Market at or about 11:00 A.M. (New York City time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period (or, with respect to Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, on the relevant date of determination) or (ii) the Term Rate for any Interest Period (or, with respect to Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, for any relevant date of determination) for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Term Rate Advances in the applicable currency for such Interest PeriodPeriod (or, with respect to Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, for such date of determination), the Agent shall forthwith so notify the each Borrower and the Lenders, whereupon (iA) each Eurodollar the Borrower of such Term Rate Advance will automaticallyAdvances in such currency will, on the last day of the then existing Interest Period therefortherefor (or, with respect to Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, immediately), (1) if such Term Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate AdvanceAdvances and (2) if such Term Rate Advances or Alternative Currency Daily Rate Advances, as applicable, are denominated in a Committed Currency or other Foreign Currency (other than Dollars) prepay such Advances in the Committed Currency or other Foreign Currency in which they were made, and (iiB) the obligation of the Lenders to make, or to Convert or continue Revolving Credit Advances into, Eurodollar Term Rate Advances, Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances, as applicable, in such currency shall be suspended until the Agent shall notify the each Borrower and the Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable with respect to Term Rate Advances, the applicable Borrower may elect, by notice to the Agent and the Lenders, to continue such Term Rate Advances in such Committed Currency (for the avoidance of doubt, other than Sterling) or other Foreign Currency for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Term Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Agent and the Company as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period).
(c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Term Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify the such Borrower and the Lenders who have extended such Term Rate and such Advances will automatically, on the last day of the then existing Interest Period thereforfor such Advances, (i) in the case of Term Rate Advances denominated in Dollars, Convert such Term Rate Advances into Base Rate Advances, (ii) in the case of Term Rate Advances denominated in a Committed Currency or other Foreign Currency (other than Dollars or Pesos), continue such Term Rate Advances as Term Rate Advances with a one-month Interest Period, and (iii) in the case of TIIE Rate Advances, continue such TIIE Rate Advance as a TIIE Rate Advance with a 28-day Interest Period.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Term Rate Advances, Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically (i) in the case of Daily Simple SOFR Advances or Term Rate Advances denominated in Dollars, Convert such Term Rate Advances or Daily Simple SOFR Advances, as applicable, into Base Rate Advances, and (ii) in the case of Term Rate Advances denominated in a Committed Currency or other Foreign Currency (other than Dollars), on the last day of the applicable Interest Period for such Term Rate Advances, and the last day of each subsequent Interest Period for so long as the total of such Advances are less than the Equivalent of $5,000,000, (A) in the case of a Committed Currency or other Foreign Currency (other than Dollars or Pesos), continue such Term Rate Advances as Term Rate Advances with a one-month Interest Period and (B) in the case of Term Rate Advances in Pesos, continue such Term Rate Advances as TIIE Rate Advances with a 28-day Interest Period.
(e) Upon the occurrence and during the continuance of any Event of Default Default, upon the request of the Required Lenders, (i) each Eurodollar Term Rate Advance, each Daily Simple SOFR Advance and each Alternative Currency Daily Rate Advance will automatically, (A) with respect to Alternative Currency Daily Rate Advances denominated in Sterling and Daily Simple SOFR Advances, with immediate effect, and (B) with respect to Term Rate Advances, on the last day of the then existing Interest Period therefor, Convert (A) if such Advance is denominated in Dollars, be Converted into a Base Rate Advance and (B) if such Advance is denominated in a Committed Currency or other Foreign Currency (other than Dollars), be exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Term Rate Advances, Daily Simple SOFR Advances and Alternative Currency Daily Rate Advances shall be automatically suspended.
(f) For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a 365-day year or 366-day year, as applicable, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 365 or 366, as applicable. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement. Each of the Loan Parties confirms that it fully understands and is able to calculate the rate of interest applicable to the credit facility under this Agreement based on the methodology for calculating per annum rates provided for in this Agreement. The Agent agrees that if requested in writing by the Borrowers it will calculate the nominal and effective per annum rate of interest on the Facility outstanding at the time of such request and provide such information to the Borrowers promptly following such request; provided that any error in any such calculation, or any failure to provide such information on request, shall not relieve the Borrowers or any other Loan Party of any of its obligations under this Agreement or any other Loan Document, nor result in any liability to the Agent or any Lender. Each Loan Party hereby irrevocably agrees not to plead or assert, whether by way of defence or otherwise, in any proceeding relating to the Loan Documents, that the interest payable under the Loan Documents and the calculation thereof has not been adequately disclosed to the Loan Parties, whether pursuant to section 4 of the Interest Act (Canada) or any other applicable law or legal principle.
(g) If any provision of this Agreement would oblige the CDN Revolver Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by applicable Law or would result in a receipt by that Lender of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Law or so result in a receipt by that Lender of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows (i) first, by reducing the amount or rate of interest required to be paid to the affected Lender under Section 2.08 and (ii) thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid to the affected Lender which would constitute interest for purposes of section 347 of the Criminal Code (Canada).
(i) If the Banco de México fails to publish the TIIE for the applicable Interest Period on the first Business Day of such Interest Period, either temporarily or on a definitive basis, the TIIE Rate shall be calculated applying any rate published by the Banco de México in substitution of the applicable TIIE Rate, and (ii) if clause (i) above is not available, the TIIE Rate shall be calculated based on the annual yield for the TIIE for a period closest to the duration of the applicable Interest Period, either compounded or calculated based on a 28, 91 or 182 day, as applicable, equivalent basis in substitution of the TIIE Rate.
Appears in 1 contract
Interest Rate Determination. (a) 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 2.06(a)(i2.07(a) or (ii2.07(b).
(b) IfIf in connection with any request for a SOFR Advance or a conversion to or continuation thereof (and prior to any Benchmark Transition Event pursuant to Section 2.20), (i) the Administrative Agent determines that (A) adequate and reasonable means do not exist for determining Term SOFR for any requested Interest Period with respect to any Eurodollar a proposed SOFR Advance or in connection with an existing or proposed Base Rate AdvancesAdvance (such proposed SOFR Advance, the Required “Impacted Loans”), or (ii) the Administrative Agent or the Majority Lenders notify the Agent determine that the Eurodollar Rate for any reason Term SOFR for any requested Interest Period for such Advances will with respect to a proposed SOFR Advance does not adequately and fairly reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest PeriodSOFR Advance, the Administrative Agent shall forthwith will promptly so notify the Borrower and the Lenderseach Lender. Thereafter, 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 (iix) the obligation of the Lenders to make, make or to Convert Advances into, Eurodollar Rate maintain SOFR Advances shall be suspended (to the extent of the affected SOFR Advances or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent shall notify (or, in the case of a determination by the Majority Lenders described in clause (ii) of this Section 2.09(b), until the Administrative Agent upon instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, the Borrower and may revoke any pending request for a Borrowing of, conversion to or continuation of SOFR Advances (to the Lenders that extent of the circumstances causing affected SOFR Advances or Interest Periods) or, failing that, will be deemed to have converted such suspension no longer existrequest into a request for a Borrowing of Base Rate Advances in the amount specified therein.
(c) If Notwithstanding the Borrower shall fail to select foregoing, if the duration of any Interest Period for any Eurodollar Rate Advances Administrative Agent has made the determination described 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 Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default clause (i) each Eurodollar Rate Advance will automaticallyof Section 2.09(b), on the last day Administrative Agent, in consultation with the Borrower, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (i) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (i) of the then existing Interest Period thereforfirst sentence of Section 2.09(b), Convert into a Base Rate Advance and (ii) the obligation Administrative Agent or the Majority Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Lenders Impacted Loans, or (iii) any Lender determines that any Law has made it unlawful, or that any Governmental Body has asserted that it is unlawful, for such Lender or its Lending Office to make, maintain or fund Advances whose interest is determined by reference to such alternative rate of interest or to Convert Advances into, Eurodollar Rate Advances shall be suspendeddetermine or charge interest rates based upon such rate or any Governmental Body has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.
Appears in 1 contract
Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrower Company and the Appropriate Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.06(a)(i2.07(a)(i) or (ii).
(b) IfSubject to Section 2.21, if, with respect to any Eurodollar Eurocurrency Rate AdvancesBorrowing under any Facility, the Required Lenders owed at least 51% of the aggregate principal amount thereof notify the Agent that (i) they are unable to obtain matching deposits in the Eurodollar London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower Company and the Appropriate Lenders, whereupon (iA) each Eurodollar the Borrower of such Eurocurrency Rate Advance will automaticallyAdvances will, on the last day of the then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (ii2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Borrower Company and the Lenders that the circumstances causing such suspension no longer exist.
(c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify the such Borrower and the Appropriate Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances.. Jabil Credit Agreement 26
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000the Revolving Credit Borrowing Minimum, such Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default Default, (i) each Eurodollar Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into a Base Rate Advance Advances and (B) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended.
(f) Subject to Section 2.21, if the applicable Bloomberg screen is unavailable for determining the Eurocurrency Rate for any Eurocurrency Rate Advances, and no other commercially available source providing quotations of the Eurocurrency Rate have been agreed by the Agent and the Company,
(i) the Agent shall forthwith notify the applicable Borrower and the Appropriate Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances,
(ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be prepaid by the applicable Borrower or be automatically exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and
(iii) the obligation of the Appropriate Lenders to make Eurocurrency Rate Advances or to Convert Advances comprising a Borrowing into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Company and the Appropriate Lenders that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: Credit Agreement (Jabil Inc)
Interest Rate Determination. (a) 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 2.06(a)(i2.07(a)(i) or (ii).
(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders owed at least 51% of the aggregate principal amount thereof notify the Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, 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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the that such Lenders have determined 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 Advances 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 Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base a Eurodollar Rate AdvancesBorrowing having an Interest Period of one month.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,0001,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default Default, (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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
(f) If the Screen Rate is unavailable for determining the Eurodollar Rate for any Eurodollar Rate Advances,
(i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances,
(ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and
(iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(g) Notwithstanding anything to the contrary in this Agreement, if the Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that:
(i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or
(ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Agent, that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or
(iii) syndicated loans currently being executed, or that include language similar to that contained in this Section 2.08(g), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Agent or receipt by the Agent of such notice, as applicable, the Agent and the Borrower may amend this Agreement solely for the purpose of replacing LIBOR in accordance with this Section 2.08(g) with (x) one or more SOFR-Based Rates or (y) another alternate benchmark rate giving due consideration to any evolving or then existing convention for similar Dollar denominated syndicated credit facilities for such alternative benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar Dollar denominated syndicated credit facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Agent from time to time in its reasonable discretion and may be periodically updated (the “Adjustment;” and any such proposed rate, a “LIBOR Successor Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Agent written notice that such Required Lenders (A) in the case of an amendment to replace LIBOR with a rate described in clause (x), object to the Adjustment; or (B) in the case of an amendment to replace LIBOR with a rate described in clause (y), object to such amendment; provided that for the avoidance of doubt, in the case of clause (A), the Required Lenders shall not be entitled to object to any SOFR-Based Rate contained in any such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Agent. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Advances shall be suspended (to the extent of the affected Eurodollar Rate Advances or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Advances (to the extent of the affected Eurodollar Rate Advances or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Advances (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement. In connection with the implementation of a LIBOR Successor Rate, the Agent will have the right to make LIBOR Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Agent shall post each such amendment implementing such LIBOR Successor Rate Conforming Changes to the Lenders reasonably promptly after such amendment becomes effective.
Appears in 1 contract
Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.06(a)(i2.07(a)(i), (ii), (iii) or (iiiv).
(b) IfTo the extent the circumstances described in Section 2.18 shall not have occurred, if, with respect to any Eurodollar Rate AdvancesSOFR Advance under any Facility, the Required Lenders notify (x) the Agent determines (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Term SOFR Reference Rate or Daily Simple SOFR, as applicable, cannot be determined pursuant to the definition thereof (or, in the case of Daily Simple SOFR, shall no longer be determined pursuant to the proviso in the definition thereof), or (y) the Lenders owed at least 51% of the aggregate principal amount thereof determine that for any reason in connection with any request for a SOFR Advance, or a Conversion thereto or a continuation thereof, that the Term SOFR Reference Rate for any requested Interest Period for such Advances will Period, or Daily Simple SOFR, as applicable, with respect to a proposed SOFR Advance does not adequately and fairly reflect the cost to such Required Lenders of makingmaking and maintaining such Advance, funding or maintaining their respective Eurodollar Rate Advances for and the Lenders owed at least 51% of the aggregate principal amount thereof have provided notice of such Interest Perioddetermination to the Agent, the Agent shall forthwith will promptly so notify the Borrower and the Lenderseach Lender, whereupon 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 (iiA) the obligation of the Lenders to makemake Term SOFR Advances or Daily Simple SOFR Advances, as applicable, and any right of the Borrower to continue any such affected SOFR Advances, as applicable, or to Convert Base Rate Advances intoto such affected SOFR Advances, Eurodollar as applicable, shall be suspended (to the extent of the affected SOFR Advances, as applicable, or affected Interest Periods, as applicable) until the Agent (with respect to clause (y), at the instruction of the Lenders owing at least 51% of the aggregate principal amount thereof) revokes such notice;
(B) Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, Conversion to or continuation of SOFR Advances, as applicable (to the extent of the affected SOFR Advances, as applicable, or affected Interest Periods, as applicable) or, failing that, the Borrower will be deemed to have Converted any such request into a request for a Borrowing of, or Conversion to, (A) if the request applies to both the Term SOFR Reference Rate and Daily Simple SOFR, Base Rate Advances in the amount specified therein, (B) if the request applies to Daily Simple SOFR but not the Term SOFR Reference Rate, Term SOFR Advances with an Interest Period of one-month in the amount specified therein (or, if the Term SOFR Reference Rate shall be no longer available at such time, into Base Rate Advances in the amount specified therein), and (C) if the request applies to the Term SOFR Reference Rate but not Daily Simple SOFR, Daily Simple SOFR Advances in the amount specified therein (or, if Daily Simple SOFR shall be no longer available at such time, into Base Rate Advances in the amount specified therein), and (ii)(A) any outstanding affected Term SOFR Advances, if applicable, will be deemed to have been Converted into Daily Simple SOFR Advances at the end of the applicable Interest Period (or, if Daily Simple SOFR shall be no longer available at such time, into Base Rate Advances) and (B) any outstanding affected Daily Simple SOFR Advances, if applicable, will be deemed to have been Converted into Term SOFR Advances with an Interest Period of one-month (or, if the Term SOFR Reference Rate shall be no longer available at such time, into Base Rate Advances). Upon any such Conversion, the Borrower shall also pay accrued interest on the amount so Converted, together with any additional amounts required pursuant to Section 8.04(c). Subject to Section 2.18, if the Agent determines (which determination shall be conclusive and binding absent manifest error) that Term SOFR cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Advances shall be suspended determined by the Agent without reference to clause (c) of the definition of “Base Rate” until the Agent shall notify the Borrower and the Lenders that the circumstances causing revokes such suspension no longer existdetermination.
(c) If the Borrower shall fail to to:
(i) select the duration of any Interest Period for any Eurodollar Rate Term SOFR Advances 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 Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, in the case of Term SOFR Advances, Convert into Base Rate AdvancesTerm SOFR Advances with an Interest Period of one month; and
(ii) notify the Agent that a Daily Simple SOFR Advance will Convert into an Advance of another Type in accordance with Section 2.09, then such Daily Simple SOFR Advance shall continue to remain outstanding as a Daily Simple SOFR Advance.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000Term SOFR Advances, such Advances shall automatically Convert into Daily Simple SOFR Advances (or, if Daily Simple SOFR shall be no longer available at such time, into Base Rate Advances).
(e) Upon the occurrence and during the continuance of any Event of Default Default, (i) each Eurodollar Rate Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert in the case of such Term SOFR Advances, be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate into Term SOFR Advances shall be suspended.
Appears in 1 contract
Samples: Credit Agreement (Td Synnex Corp)
Interest Rate Determination. Subject to clause (ae) The Agent shall give prompt notice to below, if the Borrower Screen RateAdjusted Term SOFR is unavailable and the Lenders of Administrative Agent is unable to determine the applicable interest rate determined by the Agent for purposes of Section 2.06(a)(i) or (ii).
(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Agent that the Eurodollar EurodollarTerm SOFR Reference Rate for any Interest Period for such Advances will not adequately reflect Eurodollar RateAdjusted Term SOFR Advances, as provided in the cost to such Required Lenders definition of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, hereinAdjusted Term SOFR (including because the Term SOFR Reference Rate is not available or published on a current basis),
(i) the Administrative Agent shall forthwith so notify the Borrower and the Lenders, 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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing interest rate cannot be determined for such suspension no longer exist.Eurodollar RateAdjusted Term SOFR Advances,
(c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances 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 Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default (iii) each Eurodollar Rate such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (iior if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance),
(iii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate RateAdjusted Term SOFR Advances shall be suspendedsuspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and
(iv) the Borrower may revoke any pending request for a Eurodollar Ratean Adjusted Term SOFR Advance, to convert a Base Rate Advance to a Eurodollar Ratean Adjusted Term SOFR Advance or to continue a Eurodollar Ratean Adjusted Term SOFR Advance, provided that if the Borrower does not revoke any such request, the Borrower will be deemed to have requested a Base Rate Advance.
Appears in 1 contract
Samples: Term Loan Agreement (Easterly Government Properties, Inc.)
Interest Rate Determination. (a) 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 2.06(a)(i2.08(a)(i) or (ii).
(b) If, with respect to any Eurodollar Term SOFR Rate Advances, the Required Lenders notify the Agent that the Eurodollar Term SOFR Rate for any Interest Period for such Advances will not adequately and fairly reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Term SOFR Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Term SOFR 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 Lenders to make, or to Convert Base Rate Advances into, Eurodollar Term SOFR Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders 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 Term SOFR Rate Advances 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 Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Term SOFR Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(e) or, at the discretion of the Agent or upon the request of the Required Lenders upon the occurrence and during the continuance of any other Event of Default, (i) each Eurodollar Term SOFR 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 Lenders to make, or to Convert Advances into, Eurodollar Term SOFR Rate Advances shall be suspended.
(f) If on any date on which a Term SOFR Rate would otherwise be determined, the Agent shall have determined that: (i) adequate and reasonable means do not exist for ascertaining such Term SOFR Rate, or (ii) a contingency has occurred which materially and adversely affects the relevant market relating to the Term SOFR Rate,
(A) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Term SOFR Rate Advances,
(B) with respect to Term SOFR Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and
(C) the obligation of the Lenders to make Term SOFR Rate Advances or to Convert Revolving Credit Advances into Term SOFR Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: Credit Agreement (Ugi Corp /Pa/)
Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.06(a)(i2.07(a)(i) or (ii).
(b) If, with respect to any Eurodollar Eurocurrency Rate Advances, the Agent determines, or the Required Lenders notify the Agent Agent, that the Eurodollar Eurocurrency Rate for any Interest Period for such Advances (1) will not adequately reflect the cost to such Required the Lenders of making, funding or maintaining their respective Eurodollar Eurocurrency Rate Advances for such Interest Period, (2) deposits in Dollars or the applicable Committed Currency are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of any applicable Eurocurrency Rate Advance or (3) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Advance, the Agent shall forthwith so notify the applicable Borrower and the Lenders, whereupon (i) each Eurodollar the Borrower of such Eurocurrency Rate Advance will automaticallyAdvances will, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate AdvanceAdvances and (B) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Borrower Company and the Lenders that the circumstances causing such suspension no longer exist, in each case, subject to Section 9.04(c).
(c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify the such Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000the Borrowing Minimum, such Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default Default, (i) each Eurodollar Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into a Base Rate Advance Advances and (B) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Eurocurrency Rate Advances shall be suspended.
(f) If the LIBOR Screen Rate or the EURIBO Rate is unavailable, subject to Section 2.23 below,
(i) the Agent shall forthwith notify the Borrowers and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances,
(ii) each such Eurocurrency Advance will automatically, on the last day of the then existing Interest Period therefor (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert into Base Rate Advances, and
(iii) the obligation of the Lenders to make Eurocurrency Rate Advances or to Convert Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.
(g) If any Borrower shall request an Interest Period of other than one, three or six months and such Interest Period is approved by the Lenders in accordance with clause (c) of the definition of Interest Period, the Eurocurrency Rate Advances subject to such request shall bear interest at the rate per annum equal to the rate determined by the Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the rate on the applicable Bloomberg screen (for the longest period for which such Bloomberg screen rate is available for Dollars or Euro, as applicable), that is shorter than such Interest Period and (b) the rate on the applicable Bloomberg screen for the shortest period (for which such Bloomberg screen rate is available for Dollars or Euro, as applicable) that exceeds such Interest Period, in each case, at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period. When determining the rate for a period which is less than the shortest period for which the applicable Bloomberg screen rate is available, the applicable Bloomberg screen rate for purposes of clause (a) above shall be deemed to be the Overnight Rate.
Appears in 1 contract
Samples: Credit Agreement (International Flavors & Fragrances Inc)
Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrower Borrowers and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.06(a)(iSections 2.08(a), 2.08(b) or (iiand 2.08(c).
(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Agent at least one Business Day before the date of any proposed Eurodollar Rate Advance that the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower Borrowers and the Lenders, 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 Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower Borrowers and the Lenders that the circumstances causing such suspension no longer exist.
(c) If the any Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify the such Borrower and the Lenders and such Eurodollar Rate Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Eurodollar Rate Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default Default, at the option of the Agent or on the request of the Required Lenders (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 Lenders to make, or to Convert Revolving Advances or any outstanding portion of the Term Loan into, Eurodollar Rate Advances shall be suspended.
Appears in 1 contract
Interest Rate Determination. (a) 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 2.06(a)(i2.06(a) or (ii2.06(b).
(b) If, with respect prior to any Eurodollar Rate Advances, the Required Lenders notify the Agent that the Eurodollar Rate for commencement of any Interest Period for such Advances will a SOFR Advance and any Benchmark Transition Event pursuant to Section 2.18:
(i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining Term SOFR for any requested Interest Period; or
(ii) the Majority Lenders notify the Administrative Agent (with a copy to the Borrower) that the Majority Lenders have determined that Term SOFR for any requested Interest Period with respect to a proposed SOFR Advance does not adequately and fairly reflect the cost to such Required the Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, SOFR Advance; then the Administrative Agent shall forthwith so notify the Borrower and the Lenders, 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 Lenders give notice thereof to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
by telephone, telecopy or electronic mail as promptly as practicable thereafter and, (c) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances 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 Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default (ix) each Eurodollar Rate SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (iiy) until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, the obligation of the Lenders to make, make or to Convert Advances into, Eurodollar Rate into SOFR Advance (to the extent of the affected SOFR Advances or Interest Periods) shall be suspendedsuspended and the Borrower may revoke any pending request for a SOFR Advance, or Conversion of a SOFR Advance (to the extent of the affected SOFR 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.
Appears in 1 contract
Interest Rate Determination. (a) The Agent shall give prompt notice to the Borrower Company and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.06(a)(i2.07(a)(i) or (ii).
(b) IfSubject to Section 2.21, if, with respect to any Eurodollar Rate AdvancesBorrowing, the Required Lenders owed at least 51% of the aggregate principal amount thereof notify the Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Eurodollar Rate Advances as a part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower Company and the Lenders, whereupon (iA) each Eurodollar Rate Advance will automaticallythe Company will, on the last day of the then existing Interest Period therefor, either (x) prepay such Advances or (y) Convert such Advances into a Base Rate Advance, Advances and (iiB) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower Company and the Lenders that the circumstances causing such suspension no longer exist.
(c) If the Borrower Company shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify the Borrower Company and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000the Borrowing Minimum, such Advances shall automatically Convert into Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default Default, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert be Converted into a Base Rate Advance Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
(f) Subject to Section 2.21, if the applicable Reuters screen is unavailable for determining the Eurodollar Rate for any Eurodollar Rate Advances, and no other commercially available source providing quotations of the Eurodollar Rate have been agreed by the Agent and the Company,
(i) the Agent shall forthwith notify the Company and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances,
(ii) each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and
(iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances comprising a Borrowing into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: Credit Agreement (Jabil Inc)