Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i) or (ii). (b) If, with respect to any Eurocurrency Rate Advances, the Required Lenders notify the Administrative Agent that 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 Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers and the Lenders, whereupon (i) each 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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and converted into Prime Rate Advances, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency 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. (c) If a Borrower shall fail to select the duration of any Interest Period for any 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 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 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 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 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, (i) each 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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.
Appears in 1 contract
Samples: Credit Agreement (Paxar Corp)
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.07(a)(i) or (ii).
(b) If, with respect to any Eurocurrency Rate Advances, the Required Lenders notify the Administrative 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 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 Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon (iA) each Eurocurrency Rate Advance will automaticallythe Borrower will, on the last day of the then existing Interest Period therefor, (A1) if such Eurocurrency Rate Advances are denominated in US Dollars, either (x) prepay such Advances or (y) Convert such Advances into Prime Base Rate Advances and (B2) if such Eurocurrency Rate Advances are denominated in a Primary any Committed Currency, be exchanged for either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of US Dollars and converted Convert such Advances into Prime Base Rate Advances, Advances and (iiB) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If a the Borrower shall fail to select the duration of any Interest Period for any 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 such the 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 Prime Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Primary Committed Currency, be exchanged for an Equivalent amount of US Dollars and Converted Convert into Prime Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of 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 US Dollars, Convert into Prime Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Primary Committed Currency, be exchanged for an Equivalent amount of US Dollars and Converted Convert into Prime Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of DefaultDefault under Section 6.01(a), (i) each 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 be Converted into Prime Base Rate Advances and (B) if such Eurocurrency Rate Advances are denominated in a Primary any Committed Currency, be exchanged for an Equivalent amount of US Dollars and be Converted into Prime Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency 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 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 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 Borrower and the Lenders that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: Credit Agreement (Ca, Inc.)
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.07(a)(i) or (ii).
(b) If, with respect to any Eurocurrency Rate Advances, the Required Lenders notify the Administrative 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 Revolving Credit 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 Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Company and the Lenders, whereupon (iA) each the Borrower of such Eurocurrency Rate Advance will automaticallyAdvances will, on the last day of the then existing Interest Period therefor, (A1) if such Eurocurrency Rate Advances are denominated in US Dollars, either (x) prepay such Advances or (y) Convert such Advances into Prime Base Rate Advances and (B2) if such Eurocurrency Rate Advances are denominated in a Primary any Committed Currency, be exchanged for an either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances in the Equivalent amount of US Dollars and converted into Prime Rate Advances, and (iiB) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Company and the Lenders that the circumstances causing such suspension no longer exist.
(c) If a any Borrower shall fail to select the duration of any Interest Period for any 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 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 Prime Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Primary Committed Currency, be exchanged for an Converted into Base Rate Advances in the Equivalent amount of US Dollars and Converted into Prime Rate AdvancesDollars.
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Revolving Credit 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) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into Prime Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Primary Committed Currency, be exchanged for an Convert into Base Rate Advances in the Equivalent amount of US Dollars and Converted into Prime Rate AdvancesDollars.
(e) Upon the occurrence and during the continuance of any Event of DefaultDefault under Section 6.01(a), (i) each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are Advance is denominated in US Dollars, Convert be Converted into Prime a Base Rate Advances Advance and (B) if such Eurocurrency Rate Advances are Advance is denominated in a Primary any Committed Currency, be exchanged for an Converted into a Base Rate Advance in the Equivalent amount of US Dollars and Converted into Prime Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.
(f) If Reuters LIBOR01 Page is unavailable and the substitute or successor pages or screens are also unavailable,
(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, be prepaid by the applicable Borrower or be automatically Converted 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 Converted into a Base Rate Advance in the Equivalent amount of Dollars, and
(iii) the obligation of the Lenders to make Eurocurrency Rate Advances or to Convert Base Rate 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 (Interpublic Group of Companies, Inc.)
Interest Rate Determination. (a) The Administrative Designated Agent shall give prompt notice to the Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Designated Agent for purposes of Section 2.08(a)(i2.07(a)(i) or (ii).
(b) If, with respect to any Eurocurrency Eurodollar Rate Advances, the Required Lenders notify the Administrative Designated Agent that the Eurocurrency 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 Eurocurrency Eurodollar Rate Advances for such Interest Period, the Administrative Designated Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 AdvancesAdvance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended until the Administrative Designated Agent shall notify the Borrowers Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If a the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Eurodollar Rate Advances in accordance with the provisions contained in the definition of "“Interest Period" ” in Section 1.01, the Administrative Designated Agent will forthwith so notify such the 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 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 Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency 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 (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into 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 Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of DefaultDefault and the election of the Required Lenders, (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency 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) To the extent required, each Reference Bank agrees to furnish to the Administrative Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Administrative Agent for the purpose of determining such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks.
(b) The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.06(a)(i) or (iia)(ii), and, if applicable, the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii).
(bc) If fewer than two Reference Banks furnish timely information to the Administrative Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Administrative Agent shall forthwith notify the Borrower 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, 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, or to Convert Advances into, 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.
(d) If, with respect to any Eurocurrency Rate Advances, the Required Majority Lenders notify the Administrative 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 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 Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon (i) each whereupon, unless the Eurocurrency Rate Advance will automatically, on Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the last day of the then existing Interest Period thereforBorrower, (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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and converted into Prime Rate Advances, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Lenders that the circumstances causing such suspension no longer exist, and (B) the Borrower 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 Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances or (y) redenominate such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances. The Administrative Agent shall use reasonable efforts to determine from time to time whether the circumstances causing such suspension no longer exist and, promptly after the Administrative Agent knows that the circumstances causing such suspension no longer exist, the Administrative Agent shall so notify the Borrower and the Lenders.
(ce) If a the Borrower shall fail to select the duration of any Interest Period for any 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 such the 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 be Converted into Prime Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Primary Committed Currency, be exchanged for redenominated into an Equivalent amount of US Dollars and be Converted into Prime Base Rate Advances.
(df) On the date on which the aggregate unpaid principal amount of Eurocurrency 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 automatically (i) if such Eurocurrency Rate Advances are denominated in US Dollars, shall automatically Convert into Prime Base Rate Advances and, on and (ii) after such date, the right of the Borrower to Convert such Advances into Eurocurrency Rate Advances shall terminate; provided, however, that if and so long as each such Eurocurrency Rate Advance shall have the same Interest Period as Eurocurrency Rate Advances comprising another Borrowing or Borrowings, and the aggregate unpaid principal amount of all such Eurocurrency Rate Advances are denominated in a Primary Currencyshall equal or exceed $20,000,000, be exchanged for an Equivalent amount of US Dollars and Converted into Prime the Borrower shall have the right to continue all such Eurocurrency Rate AdvancesAdvances as, or to Convert all such Advances into, Eurocurrency Rate Advances having such Interest Period.
(eg) Upon the occurrence and during the continuance of any Event of DefaultDefault under Section 7.01(a), (i) each 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 be Converted into Prime Base Rate Advances and (B) if such Eurocurrency Rate Advances are denominated in a Primary any Committed Currency, be exchanged for redenominated into an Equivalent amount of US Dollars and be Converted into Prime Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.
Appears in 1 contract
Samples: Credit Agreement (Walt Disney Co/)
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Company, the applicable Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.08(a) or (iib).
(i) If the Majority Lenders determine that for any reason in connection with any request for a Eurocurrency Rate Advance or a conversion to or continuation thereof that (a) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Advance, (b) If, adequate and reasonable means do not exist for determining the Eurocurrency Base Rate for any requested Interest Period with respect to any a proposed Eurocurrency Rate AdvancesAdvance (whether denominated in Dollars or an Alternative Currency), the Required Lenders notify the Administrative Agent that or (c) the Eurocurrency Base Rate for any requested Interest Period for such Advances will with respect to a proposed Eurocurrency Rate Advance does not adequately and fairly reflect the cost to such Required Lenders of makingfunding such Eurocurrency Rate Advance, funding the Agent will promptly so notify the Company, each applicable Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintaining their respective maintain Eurocurrency Rate Advances in the affected currency or currencies shall be suspended until the Agent (upon the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, any Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Advances in the affected currency or currencies 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.
(ii) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, 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 the Company) that the Company or Majority Lenders (as applicable) have determined, that:
(A) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the Administrative LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or
(B) 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
(C) 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 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 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) (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 forthwith have posted such proposed amendment to all Lenders and the Borrowers 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. If no LIBOR Successor Rate has been determined and the circumstances under clause (A) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Agent will promptly so notify the Borrowers Company and the Lenders, whereupon (i) each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period thereforLender. Thereafter, (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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and converted into Prime Rate Advances, and (iix) the obligation of the Lenders to make, make or to Convert Revolving Credit Advances into, Eurocurrency 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.
(c) If a Borrower shall fail to select the duration of any Interest Period for any 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 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 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 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 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, (i) each 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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, maintain Eurocurrency Rate Advances shall be suspended., (to the extent of the affected Eurocurrency Rate Advances or Interest Periods), and (y) the Eurocurrency 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 Eurocurrency Rate Advances (to the extent of the affected Eurocurrency Rate Advances or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed 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. As used above:
Appears in 1 contract
Samples: Revolving Credit Agreement (Gap Inc)
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the relevant Borrowers and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.07(a)(i) or (ii).
(ba) If, with respect to any Eurocurrency Eurodollar Rate Advances, the Required Majority Lenders notify the Administrative Agent that the Eurocurrency 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 Eurocurrency Eurodollar Rate Advances for such Interest PeriodPeriod (which cost each such Lender reasonably determines in good faith is material), the Administrative Agent shall forthwith so notify the Borrowers each Borrower and the Lenders, whereupon (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 AdvancesAdvance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers each Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(cb) If any Borrower, in requesting a Borrower Revolving Credit Borrowing comprised of Eurodollar Rate Advances, shall fail to select the duration of any the Interest Period for any Eurocurrency such 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 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 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 Base Rate Advances.
(dc) On the date on which the aggregate unpaid principal amount of Eurocurrency 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 (i) if such Eurocurrency Rate Advances are denominated in US Dollarsautomatically, on the last day of the then existing Interest Period therefor, Convert into 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 Base Rate Advances.
(ed) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended.
(e) If adequate information is not available to the Agent for determining the Eurodollar Rate or LIBO Rate for any Eurodollar Rate Advances or LIBO Rate Advances, as the case may be:
(i) the Agent shall forthwith notify the relevant Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances or LIBO Rate Advances, as the case may be;
(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 LIBO Rate Advances or to Convert Revolving Credit Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify each Borrower and the Lenders that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: Credit Agreement (Hershey Co)
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.06(a)(i) or (ii).
(b) If, with respect to any Eurocurrency LIBOR Rate Advances, the Required Lenders notify the Administrative Agent that the Eurocurrency 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 Eurocurrency LIBOR Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon whereupon: (i) each Eurocurrency LIBOR 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 a Base Rate Advances and (B) 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, Advance; and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency LIBOR Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If a the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency 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 such the 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 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 Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency 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 (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into 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 Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default, Default under Section 6.01: (i) each Eurocurrency LIBOR 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 a Base Rate Advances and (B) 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 Advance; and (ii) the obligation of the Lenders to make, continue or to Convert Advances into, Eurocurrency 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 Administrative Agent shall give prompt notice to the Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i), (ii) or (iiiii).
(b) If, (i) with respect to any Eurocurrency Rate AdvancesAdvance or conversions to or continuations thereof, the Administrative Agent reasonably and in good faith determines that deposits (whether in Dollars or Sterling) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Advance, (ii) adequate and reasonable means do not exist for determining the Eurocurrency Rate (A) for any requested Interest Period with respect to a proposed Eurocurrency Rate Advance (whether denominated in Dollars or Sterling) or (B) in connection with an existing or proposed Base Rate Advance (in each case with respect to clause (i) and (ii) above, “Impacted Loans”), or (iii) the Required Lenders notify the Administrative Agent that the Eurocurrency Rate for any Interest Period for such any Eurocurrency Rate Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower 51729297_11 and the Lenders, whereupon (i1) the obligation of the Lenders to make or maintain Eurocurrency Rate Advances in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Advances or Interest Periods), and (2) in the event of a determination described in clause (ii)(B) with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Advances in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Advances or Interest Periods) or, failing that, will be deemed (x) to have converted such request for a Borrowing of Eurocurrency Rate Advances into a request for a Borrowing of Base Rate Advances in the amount specified therein (or in the Equivalent amount in Dollars if such request was for a Borrowing of Eurocurrency Rate Advances in Sterling) and (y) to have withdrawn any such request for a conversion to, or continuation of, a Eurocurrency Rate Advance, in which case each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Convert into a Base Rate Advances are denominated Advance in US Dollars, Convert into Prime and each Base Rate Advances and (B) if such Eurocurrency Advance shall continue as a Base Rate Advances are denominated in a Primary Currency, be exchanged for an Equivalent amount of US Dollars and converted into Prime Rate Advances, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer existAdvance.
(c) Notwithstanding the foregoing, if the Administrative Agent or the Required Lenders have made any determination described in clause (b) above, the Administrative Agent may, with the consent of the Borrower and the Required Lenders, 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 (b) of this section, (ii) the Administrative Agent or the Required 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 Impacted Loans, or (iii) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its Applicable Lending Office to make, maintain or fund Advances whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority 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.
(d) If a the Borrower shall fail to select the duration of any Interest Period for any 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 such the Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, (i) if for such Eurocurrency Rate Advances are denominated in US DollarsAdvance, Convert into 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 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 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 Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default, (i) each 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 a Base Rate Advances and (B) 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 Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.
Appears in 1 contract
Samples: Credit Agreement (Invesco Ltd.)
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.06(a)(i) or (ii).
(b) If, with respect to any Eurocurrency Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurocurrency 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 Eurocurrency Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 AdvancesAdvance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If a 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 Eurocurrency Eurodollar Rate Advances in accordance with Advance, then the provisions contained in the definition of "Interest Period" in Section 1.01, the Administrative Agent will forthwith so notify such 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, (i) if of one month for such Eurocurrency Eurodollar Rate Advances are denominated in US Dollars, Convert into 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 AdvancesAdvance.
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency 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 (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into 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 Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of DefaultDefault under Section 6.01(a), (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency 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 Administrative Agent shall give prompt notice to the Borrowers Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.7(a)(i) or (ii).
(b) If, with respect to any Eurocurrency Eurodollar Rate AdvancesLoan, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the Eurocurrency London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before a Conversion in sufficient amounts to maintain their respective Eurodollar Rate Loan during its Interest Period or (ii) the Eurodollar Rate for any Interest Period for such Advances Eurodollar Rate Loan will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurocurrency Eurodollar Rate Advances Loan for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Company and the Lenders, whereupon (iA) each Eurocurrency Rate Advance will automaticallythe Borrower will, on the last day of the then existing Interest Period therefor, either (A1) if prepay such Eurocurrency Eurodollar Rate Advances are denominated in US Dollars, Loan or (2) Convert such Eurodollar Rate Loan into Prime Base Rate Advances Loans and (B) 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, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency the Term Loan into Eurodollar Rate Advances Loans shall be suspended until the Administrative Agent shall notify the Borrowers Company and the Lenders that the circumstances causing such suspension no longer exist.
(c) If a the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Eurodollar Rate Advances Loan in accordance with the provisions contained in the definition of "“Interest Period" ” in Section 1.011.1, the Administrative Agent will forthwith so notify such the Borrower and the Lenders and such Advances Eurodollar Rate Loan 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 Prime Base 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 AdvancesLoan.
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency Eurodollar Rate Advances comprising any Borrowing Loans shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances Eurodollar Rate Loans shall automatically (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into Prime Base 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 AdvancesLoans.
(e) Upon the occurrence and during the continuance of any Event of DefaultDefault under Section 6.1(a), (i) each Eurocurrency Eurodollar Rate Advance Loan 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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime Base Rate Advances Loans and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Base Rate Advances Loans into Eurodollar Rate Loans shall be suspended.
(f) If the relevant Reuters page is unavailable to the Agent 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 Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Loan, and
(iii) the obligation of the Lenders 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.
Appears in 1 contract
Samples: Term Loan Agreement (Applera Corp)
Interest Rate Determination. (a) If requested, each Reference Bank may, but shall not be required to, furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. Subject to Section 2.08(c), if any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks.
(b) The Administrative Designated Agent shall give prompt notice to the Borrowers Borrower and the Lenders of (i) the applicable interest rate determined by the Administrative Designated Agent and (ii) subject to Section 2.13(b), the details of such determination for purposes of Sections 2.06(a)(i) and/or 2.06(a)(ii).
(c) If, at any time when the Eurocurrency Rate is being determined by reference to rates furnished by the Reference Banks in accordance with the definition of “Eurocurrency Rate”, fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of Section 2.08(a)(idetermining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) or the Designated Agent shall forthwith notify the Borrower 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, 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, or to Convert Advances into, Eurocurrency 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.
(bd) If, with respect to any Eurocurrency Rate Advances, (i) the Required Designated Agent shall be unable to determine the Eurocurrency Rate as contemplated hereby; provided that no Benchmark Transition Event shall have occurred at such time; or (ii) the Majority Lenders notify the Administrative Designated Agent that (A) they are unable to obtain matching deposits in the London interbank 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 (B) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Administrative Designated Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon whereupon, unless, in the case of a development referred to in the preceding clause (i) each Eurocurrency Rate Advance will automaticallyii)(B), on the last day of Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the then existing Interest Period thereforBorrower, and in any event subject to Section 2.08(e), (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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and converted into Prime Rate Advances, and (ii1) the obligation of the Lenders to makemake or continue at the end of the Interest Period, or to Convert Revolving Credit Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Administrative Designated Agent shall notify the Borrowers Borrower and the Lenders that the circumstances causing such suspension no longer exist and (2) the Borrower will, on the last day of the then-existing Interest Period therefor, either prepay all Eurocurrency Rate Advances or Convert all Eurocurrency Rate Advances into Base Rate Advances. The Designated Agent shall use reasonable efforts to determine from time to time whether the circumstances causing such suspension no longer exist and, promptly after the Designated Agent knows that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders.
(ci) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Designated Agent and the Borrower may, and shall endeavor to, amend this Agreement to replace the Screen Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 P.M. (New York City time) on the fifth Business Day after the Designated Agent has posted such proposed amendment to all Lenders and the Borrower, so long as the Designated Agent has not received, by such time, written notice of objection to such proposed amendment from Lenders comprising the Majority Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Majority Lenders have delivered to the Designated Agent written notice that such Majority Lenders consent to such amendment. No replacement of Eurocurrency Rate with a Benchmark Replacement will occur prior to the applicable Benchmark Transition Start Date.
(ii) In connection with the implementation of a Benchmark Replacement, the Designated Agent will have the right, in consultation with the Borrower, 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.
(iii) The Designated Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes and (D) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Designated Agent, the Borrower or the Lenders pursuant to this Section 2.08(e), 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, 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 hereto, except, in each case, as expressly required pursuant to this Section 2.08(e).
(iv) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (A) the obligation of the Lenders to make or continue at the end of the Interest Period, or to Convert Base Rate Advances into, Eurocurrency Rate Advances shall be suspended and (B) the Borrower will, on the last day of the then-existing Interest Period therefor, either prepay all Eurocurrency Rate Advances or Convert all Eurocurrency Rate Advances into Base Rate Advances.
(f) If a the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of "“Interest Period" ” in Section 1.01, the Administrative Designated Agent will forthwith so notify such the Borrower and the Lenders and such Advances will automatically, on the last day of the then then-existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into 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 Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of 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 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.
(eg) Upon the occurrence and during the continuance of any Event of DefaultDefault under Section 6.01(a), (i) each Eurocurrency Rate Advance will automatically, on the last day of the then 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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime a Base Rate Advances Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.
Appears in 1 contract
Interest Rate Determination. (ai) The Administrative Agent shall give prompt notice to the Borrowers and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i) or (ii)[Reserved].
(bii) IfIf Reuters Screen LIBOR01 Page or LIBOR02 Page (or, with respect to any Eurocurrency Rate AdvancesAdvances denominated in Euros, the Required Lenders notify Reuters Screen EURIBOR01 Page) is unavailable and the Administrative Agent that is unable to determine 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 Eurocurrency Rate Advances for such Interest Period, as provided in the definition of Eurocurrency rate herein,
(A) the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances,
(iB) each such Eurocurrency Rate Advance under the U.S. Dollar Loan and the 7-Year Term Loan will automatically, on the last day of the then existing Interest Period therefor, (A) if Convert into a Base Rate Advance and, with respect to any Eurocurrency Rate Advances under any other Tranche, after the last day of the then existing Interest Period, the interest rate on each Lender’s share of such Eurocurrency Rate Advances are denominated Advance shall be the rate per annum which is the sum of (i) the rate notified to the Administrative Agent by such Lender as soon as practicable and in US Dollarsany event before interest is due to be paid in respect of the applicable Interest Period, Convert into Prime Rate Advances and (B) if to be that which expresses as a percentage rate per annum the cost to such Eurocurrency Rate Advances are denominated in a Primary Currency, be exchanged for an Equivalent amount Lender of US Dollars and converted into Prime Rate Advances, and funding its share of such Advance from whatever source it may reasonably select plus (ii) the Applicable Margin, and
(C) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency 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.
(c) If a Borrower shall fail exist with respect to select the duration of any Interest Period for any 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 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 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 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 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, (i) each 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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.
Appears in 1 contract
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.07(a)(i) or (ii).
(b) If, with respect to any Eurocurrency Eurodollar Rate Advances, the Required Lenders reasonably determine and notify the Administrative Agent that the Eurocurrency 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 Eurocurrency Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 AdvancesAdvance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Committed Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Lenders that the circumstances causing such suspension no longer exist. Each Lender that provides a notice as described in this Section 2.08(b) agrees to provide to the Borrower a certificate in reasonable detail summarizing the basis for such notice.
(c) If a the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency 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 such the 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 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 Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency 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 (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into 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 Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended.
(f) If Telerate Markets Page 3750 is unavailable and Citibank is unable to furnish timely information to the Agent for determining the Eurodollar Rate or LIBO Rate for any Eurodollar Rate Advances or LIBO Rate Advances, as the case may be,
(i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances or LIBO Rate Advances, as the case may be,
(ii) with respect to Eurodollar Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, be prepaid by the Borrower or be automatically 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 Eurodollar Rate Advances or LIBO Rate Advances or to Convert Committed 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 (Scholastic Corp)
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Company and the Appropriate Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.07(a)(i) or (ii).
(b) If, with respect to any Eurocurrency Rate AdvancesBorrowing under any Facility, the Required Lenders owed at least 51% of the aggregate principal amount thereof notify the Administrative 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 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 Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Company and the Appropriate Lenders, whereupon (iA) each the Borrower of such Eurocurrency Rate Advance will automaticallyAdvances will, on the last day of the then existing Interest Period therefor, (A1) if such Eurocurrency Rate Advances are denominated in US Dollars, either (x) prepay such Advances or (y) Convert such Advances into Prime Base Rate Advances and (B2) if such Eurocurrency Rate Advances are denominated in a Primary any Committed Currency, be exchanged for either (x) prepay such Advances or (y) exchange such Jabil Credit Agreement 22 Advances into an Equivalent amount of US Dollars and converted Convert such Advances into Prime Base Rate Advances, Advances and (iiB) the obligation of the Appropriate Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Company and the Lenders that the circumstances causing such suspension no longer exist.
(c) If a any Borrower shall fail to select the duration of any Interest Period for any 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 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 US Dollars, Convert into Prime Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Primary Committed Currency, be exchanged for an Equivalent amount of US Dollars and Converted Convert into Prime Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of 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 US Dollars, Convert into Prime Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Primary Committed Currency, be exchanged for an Equivalent amount of US Dollars and Converted Convert into Prime Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default, (i) each 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 be Converted into Prime Base Rate Advances and (B) if such Eurocurrency Rate Advances are denominated in a Primary any Committed Currency, be exchanged for an Equivalent amount of US Dollars and be Converted into Prime Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, 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 Administrative Agent shall give prompt notice to the Borrowers and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.05(a)(i) or (ii).
(b) If, with respect to any Eurocurrency Eurodollar Rate AdvancesLoans, the Required Lenders notify the Administrative Agent that the Eurocurrency 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 Eurocurrency Eurodollar Rate Advances Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers and the Lenders. Thereafter, whereupon (i) each Eurocurrency Eurodollar Rate Advance Loan 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 a Base Rate Advances and (B) 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 AdvancesLoan, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances Loans into, Eurocurrency Eurodollar Rate Advances Loans shall be suspended until the Administrative Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist.
(c) If a Borrower the Borrowers shall fail to select the duration of any Interest Period for any Eurocurrency 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 such Borrower the Borrowers and the Lenders and such Advances Loans 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 Prime (or continue as) Eurodollar Rate Advances and Loans with an Interest Period of one month (ii) if such Eurocurrency Rate Advances are denominated subject to the provisions set forth in a Primary Currency, be exchanged for an Equivalent amount the definition of US Dollars and Converted into Prime Rate Advances“Interest Period”).
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency Eurodollar Rate Advances Loans comprising any Borrowing or Set shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00025,000,000, such Advances Loans shall automatically (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into Prime Base 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 AdvancesLoans.
(e) Upon the occurrence and during the continuance of any Event of DefaultDefault under Section 6.01(a), (i) each Eurocurrency Eurodollar Rate Advance Loan 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 a Base Rate Advances and (B) 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 Loan and (ii) the obligation of the Lenders to make, or to Convert Advances Loans into, Eurocurrency Eurodollar Rate Advances Loans shall be suspended.
Appears in 1 contract
Interest Rate Determination. (ai) The Administrative Agent shall give prompt notice to the Borrowers and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i) or (ii)[Reserved].
(bii) IfIf Reuters Screen LIBOR01 Page or LIBOR02 Page (or, with respect to Eurocurrency Rate Advances denominated in Euros, Reuters Screen EURIBOR01 Page) is unavailable and the Administrative Agent is unable to determine the Eurocurrency Rate for any Eurocurrency Rate Advances, as provided in the Required Lenders notify the Administrative Agent that the definition of 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 Eurocurrency Rate Advances for such Interest Period, herein,
(A) the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances,
(iB) each such Eurocurrency Rate Advance under the U.S. Dollar Loan will automatically, on the last day of the then existing Interest Period therefor, (A) if Convert into a Base Rate Advance and, with respect to any Eurocurrency Rate Advances in respect of any other Tranche, after the last day of the then existing Interest Period, the interest rate on each Lender’s share of such Eurocurrency Rate Advances are denominated Advance shall be the rate per annum which is the sum of (i) the rate notified to the Administrative Agent by such Lender as soon as practicable and in US Dollarsany event before interest is due to be paid in respect of the applicable Interest Period, Convert into Prime Rate Advances and (B) if to be that which expresses as a percentage rate per annum the cost to such Eurocurrency Rate Advances are denominated in a Primary Currency, be exchanged for an Equivalent amount Lender of US Dollars and converted into Prime Rate Advances, and funding its share of such Advance from whatever source it may reasonably select plus (ii) the Applicable Margin, and
(C) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency 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.
(c) If a Borrower shall fail exist with respect to select the duration of any Interest Period for any 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 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 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 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 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, (i) each 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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.
Appears in 1 contract
Interest Rate Determination. (a) To the extent required, each Reference Bank agrees to furnish to the Administrative Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Administrative Agent for the purpose of determining such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks.
(b) The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.06(a)(i) or (iia)(ii), and , if applicable, the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii).
(bc) If fewer than two Reference Banks furnish timely information to the Administrative Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Administrative Agent shall forthwith notify the Borrower 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, 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, or to Convert Advances into, 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.
(d) If, with respect to any Eurocurrency Rate Advances, the Required Majority Lenders notify the Administrative 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 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 Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon (i) each whereupon, unless the Eurocurrency Rate Advance will automatically, on Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the last day of the then existing Interest Period thereforBorrower, (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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and converted into Prime Rate Advances, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Lenders that the circumstances causing such suspension no longer exist, and (B) the Borrower 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 Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances or (y) redenominate such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances. The Administrative Agent shall use reasonable efforts to determine from time to time whether the circumstances causing such suspension no longer exist and, promptly after the Administrative Agent knows that the circumstances causing such suspension no longer exist, the Administrative Agent shall so notify the Borrower and the Lenders.
(ce) If a the Borrower shall fail to select the duration of any Interest Period for any 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 such the 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 be Converted into Prime Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Primary Committed Currency, be exchanged for redenominated into an Equivalent amount of US Dollars and be Converted into Prime Base Rate Advances.
(df) On the date on which the aggregate unpaid principal amount of Eurocurrency 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 automatically (i) if such Eurocurrency Rate Advances are denominated in US Dollars, shall automatically Convert into Prime Base Rate Advances and, on and (ii) after such date, the right of the Borrower to Convert such Advances into Eurocurrency Rate Advances shall terminate; provided, however, that if and so long as each such Eurocurrency Rate Advance shall have the same Interest Period as Eurocurrency Rate Advances comprising another Borrowing or Borrowings, and the aggregate unpaid principal amount of all such Eurocurrency Rate Advances are denominated in a Primary Currencyshall equal or exceed $20,000,000, be exchanged for an Equivalent amount of US Dollars and Converted into Prime the Borrower shall have the right to continue all such Eurocurrency Rate AdvancesAdvances as, or to Convert all such Advances into, Eurocurrency Rate Advances having such Interest Period.
(eg) Upon the occurrence and during the continuance of any Event of DefaultDefault under Section 6.01(a), (i) each 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 be Converted into Prime Base Rate Advances and (B) if such Eurocurrency Rate Advances are denominated in a Primary any Committed Currency, be exchanged for redenominated into an Equivalent amount of US Dollars and be Converted into Prime Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.
Appears in 1 contract
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Company and the Appropriate Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.07(a)(i) or (ii).
(b) If, with respect to any Eurocurrency Rate AdvancesBorrowing under any Facility, the Required Lenders owed at least 51% of the aggregate principal amount thereof notify the Administrative 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 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 Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Company and the Appropriate Lenders, whereupon (iA) each the Borrower of such Eurocurrency Rate Advance will automaticallyAdvances will, on the last day of the then existing Interest Period therefor, (A1) if such Eurocurrency Rate Advances are denominated in US Dollars, either (x) prepay such Advances or (y) Convert such Advances into Prime Base Rate Advances and (B2) if such Eurocurrency Rate Advances are denominated in a Primary any Committed Currency, be exchanged for either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of US Dollars and converted Convert such Advances into Prime Base Rate Advances, Advances and (iiB) the obligation of the Appropriate Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Company and the Lenders that the circumstances causing such suspension no longer exist.
(c) If a any Borrower shall fail to select the duration of any Interest Period for any 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 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 US Dollars, Convert into Prime Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Primary Committed Currency, be exchanged for an Equivalent amount of US Dollars and Converted Convert into Prime Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of 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 US Dollars, Convert into Prime Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Primary Committed Currency, be exchanged for an Equivalent amount of US Dollars and Converted Convert into Prime Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default, (i) each 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 be Converted into Prime Base Rate Advances and (B) if such Eurocurrency Rate Advances are denominated in a Primary any Committed Currency, be exchanged for an Equivalent amount of US Dollars and be Converted into Prime Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, 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 Administrative Agent shall give prompt notice to the Borrowers and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.07(a)(i) or (ii).
(b) If, with respect to any Eurocurrency Eurodollar Rate Advances, the Required Lenders reasonably determine and notify the Administrative Agent that the Eurocurrency 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 Eurocurrency Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers and the Lenders, whereupon (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 AdvancesAdvance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Eurodollar 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. Each Lender that provides a notice as described in this Section 2.08(b) agrees to provide to the Borrowers a certificate in reasonable detail summarizing the basis for such notice.
(c) If a Borrower the Borrowers shall fail to select the duration of any Interest Period for any Eurocurrency 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 such Borrower the Borrowers 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 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 Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency 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 (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into 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 Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended.
(f) If Dow Xxxxx Markets Telerate Page 3750 is unavailable and Citibank is unable to furnish timely information to the Agent for determining the Eurodollar Rate or LIBO Rate for any Eurodollar Rate Advances or LIBO Rate Advances, as the case may be,
(i) the Agent shall forthwith notify the Borrowers and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances or LIBO Rate Advances, as the case may be,
(ii) with respect to Eurodollar Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, be prepaid by the Borrowers or be automatically 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 Eurodollar Rate Advances or LIBO Rate Advances or to Convert Revolving Credit Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: Credit Agreement (Scholastic Corp)
Interest Rate Determination. (a) To the extent required, each Reference Bank agrees to furnish to the Administrative Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Administrative Agent for the purpose of determining such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks.
(b) The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.06(a)(i) or (iia)(ii), and, if applicable, the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii).
(bc) If fewer than two Reference Banks furnish timely information to the Administrative Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Administrative Agent shall forthwith notify the Borrower 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, 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, or to Convert Advances into, 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.
(d) If, with respect to any Eurocurrency Rate Advances, the Required Majority Lenders notify the Administrative 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 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 Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon (i) each whereupon, unless the Eurocurrency Rate Advance will automatically, on Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the last day of the then existing Interest Period thereforBorrower, (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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and converted into Prime Rate Advances, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Lenders that the circumstances causing such suspension no longer exist, and (B) the Borrower 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 Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances or (y) redenominate such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances. The Administrative Agent shall use reasonable efforts to determine from time to time whether the circumstances causing such suspension no longer exist and, promptly after the Administrative Agent knows that the circumstances causing such suspension no longer exist, the Administrative Agent shall so notify the Borrower and the Lenders.
(ce) If a the Borrower shall fail to select the duration of any Interest Period for any 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 such the 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 be Converted into Prime Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Primary Committed Currency, be exchanged for redenominated into an Equivalent amount of US Dollars and be Converted into Prime Base Rate Advances.
(df) On the date on which the aggregate unpaid principal amount of Eurocurrency 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 automatically (i) if such Eurocurrency Rate Advances are denominated in US Dollars, shall automatically Convert into Prime Base Rate Advances and, on and (ii) after such date, the right of the Borrower to Convert such Advances into Eurocurrency Rate Advances shall terminate; provided, however, that if and so long as each such Eurocurrency Rate Advance shall have the same Interest Period as Eurocurrency Rate Advances comprising another Borrowing or Borrowings, and the aggregate unpaid principal amount of all such Eurocurrency Rate Advances are denominated in a Primary Currencyshall equal or exceed $20,000,000, be exchanged for an Equivalent amount of US Dollars and Converted into Prime the Borrower shall have the right to continue all such Eurocurrency Rate AdvancesAdvances as, or to Convert all such Advances into, Eurocurrency Rate Advances having such Interest Period.
(eg) Upon the occurrence and during the continuance of any Event of DefaultDefault under Section 6.01(a), (i) each 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 be Converted into Prime Base Rate Advances and (B) if such Eurocurrency Rate Advances are denominated in a Primary any Committed Currency, be exchanged for redenominated into an Equivalent amount of US Dollars and be Converted into Prime Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.
Appears in 1 contract
Samples: Credit Agreement (Walt Disney Co/)
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.05(a)(i) or (ii).
(b) If, with respect to any Eurocurrency Eurodollar Rate AdvancesLoans, the Required Lenders notify the Administrative Agent that the Eurocurrency 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 Eurocurrency Eurodollar Rate Advances Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon (i) each Eurocurrency Eurodollar Rate Advance Loan 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 a Base Rate Advances and (B) 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 AdvancesLoan, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances Loans into, Eurocurrency Eurodollar Rate Advances Loans shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If a the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency 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 such the Borrower and the Lenders and such Advances Loans 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 Prime (or continue as) Eurodollar Rate Advances and Loans with an Interest Period of one month (ii) if such Eurocurrency Rate Advances are denominated subject to the provisions set forth in a Primary Currency, be exchanged for an Equivalent amount the definition of US Dollars and Converted into Prime Rate Advances“Interest Period”).
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency Eurodollar Rate Advances Loans comprising any Borrowing or Set shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00025,000,000, such Advances Loans shall automatically (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into Prime Base 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 AdvancesLoans.
(e) Upon the occurrence and during the continuance of any Event of DefaultDefault under Section 6.01(a), (i) each Eurocurrency Eurodollar Rate Advance Loan 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 a Base Rate Advances and (B) 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 Loan and (ii) the obligation of the Lenders to make, or to Convert Advances Loans into, Eurocurrency Eurodollar Rate Advances Loans shall be suspended.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Verizon Communications Inc)
Interest Rate Determination. (a) a. The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.07(a) or (ii2.07(b).
(b) b. If, with respect prior to the commencement of any Eurocurrency Interest Period for a Eurodollar Rate AdvancesAdvance or Green Eurodollar Rate Advance and any Benchmark Transition Event pursuant to Section 2.20:
(i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for any requested Interest Period, including, without limitation, because the Required Screen Rate is not available or published on a current basis; or
(ii) the Majority Lenders notify the Administrative Agent (with a copy to the Borrower) that the Eurocurrency Majority Lenders have determined that the Eurodollar Rate for any requested Interest Period for such Advances will with respect to a proposed Eurodollar Rate Advance or Green Eurodollar Rate Advance does not adequately and fairly reflect the cost to such Required the Lenders of making, funding such Eurodollar Rate Advance or maintaining their respective Eurocurrency Green Eurodollar Rate Advances for such Interest Period, Advance; then the Administrative Agent shall forthwith so notify give notice thereof to the Borrowers Borrower and the LendersLenders by telephone, whereupon telecopy or electronic mail as promptly as practicable thereafter and, (ix) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency 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.
(c) If a Borrower shall fail to select the duration of any Interest Period for any 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 such Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period thereforAdvance, (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into 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 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 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, (iy) each Eurocurrency Green Eurodollar 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 a Green Base Rate Advances Advance and (Bz) if until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such Eurocurrency Rate Advances are denominated in a Primary Currencynotice no longer exist, be exchanged for an Equivalent amount of US Dollars and Converted into Prime Rate Advances and (ii) the obligation of the Lenders to make, make or to Convert Advances into, Eurocurrency into Eurodollar Rate Advances or Green Eurodollar Rate Advances (to the extent of the affected Eurodollar Rate Advances, Green Eurodollar Rate Advance or Interest Periods) shall be suspendedsuspended and the Borrower may revoke any pending request for a Eurodollar Rate Advance or Green Eurodollar Rate Advance, or Conversion of a Eurodollar Rate Advance or Green Eurodollar Rate Advance (to the extent of the affected Eurodollar Rate Advance, Green Eurodollar Rate Advance or Interest Period) or, failing that, will be deemed to have converted such request into a request for an Advance of or a Conversion to a Base Rate Advance or Green Base Rate Advance, as applicable, in the amount specified therein.
Appears in 1 contract
Samples: Credit Agreement (Aes Corp)
Interest Rate Determination. (ai) Each Reference Bank agrees to furnish to the Tranche A Agent and the Tranche A European Sub-Agent, timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to such Agent for the purpose of determining any such interest rate, such Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks.
(ii) The Administrative Tranche A Agent, the Tranche A European Sub-Agent or the Tranche B Agent, as applicable, shall give prompt notice to the Borrowers Company and the Lenders Banks of the applicable interest rate determined by the Administrative such Agent for purposes of Section 2.08(a)(iSections 2.04(a) or (ii)b) or Section 3.04, and the applicable rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Sections 2.04.
(biii) Notwithstanding any other provision of this Agreement to the contrary,
(A) If the Reference Banks fail to furnish timely information to the Tranche A Agent or Tranche A European Sub-Agent, for determining the Eurocurrency Rate for any Eurocurrency Rate Loans denominated in a particular Permitted Currency,
(1) such Agent shall forthwith notify the Company and the Banks that the interest rate cannot be determined for such Eurocurrency Rate Loans,
(2) the right of the Company to request and the obligation of the Banks to make, or to Convert U.S. Loans into, Eurocurrency Rate Loans shall be suspended until such Agent shall notify the Company and the Banks that the circumstances causing such suspension no longer exist, and
(3) any Notice of Borrowing with respect to such Borrowing shall be deemed cancelled and such Borrowing shall not be made.
(B) If, with respect to any Eurocurrency Rate AdvancesLoans denominated in a particular Permitted Currency and comprising a requested Borrowing, (x) in the case of Tranche A Loans, Banks whose Adjusted Tranche A Pro Rata Shares aggregate to more than 50%, or, (y) in the case of Tranche B Loans, Tranche B Banks whose Tranche B Pro Rata Shares aggregate to more than 50%, notify the Tranche A Agent, the Required Lenders notify Tranche A European Sub-Agent or the Administrative Agent Tranche B Agent, as applicable, that the Eurocurrency Rate for any Interest Period for such Advances Eurocurrency Rate Loans will not adequately reflect the cost to such Required Lenders Banks of making, funding or maintaining their respective Eurocurrency Rate Advances Loans for such Interest PeriodBorrowing, the Administrative such Agent shall forthwith so notify the Borrowers Company and the LendersBanks, whereupon whereupon
(i1) each Eurocurrency Rate Advance will automatically, on the last day right of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into Prime Rate Advances Company and (B) if such Eurocurrency Rate Advances are denominated in a Primary Currency, be exchanged for an Equivalent amount of US Dollars the other Multicurrency Borrowers to request and converted into Prime Rate Advances, and (ii) the obligation of the Lenders Banks to make, or to Convert Revolving Credit Advances Loans into, Eurocurrency Rate Advances Loans in such Permitted Currency shall be suspended until the Administrative such Agent shall notify the Borrowers Company and the Lenders Banks that the circumstances causing such suspension no longer exist, and
(2) any Notice of Borrowing with respect to such Borrowing shall be deemed cancelled and such Borrowing shall not be made. The Tranche A Agent, the Tranche A European Sub-Agent or the Tranche B Agent, as applicable, shall, upon becoming aware that the circumstances causing any such suspension under this subsection (iii) no longer apply, promptly so notify the Company, provided that the failure of either such Agent to so notify the Company shall not impair the rights of the Banks under this Section 6.07(c)(iii) or expose such Agent to any liability.
(civ) If the Company (whether on behalf of itself or a Borrower Multicurrency Borrower) shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances Loans in accordance with the provisions contained in the definition terms of "Interest Period" in Section 1.01this Agreement, the Administrative Agent will forthwith so notify such Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Company shall be deemed to have chosen an Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into 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 Advancesone month.
(dv) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances Loans comprising any U.S. Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances Loans shall automatically (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into Prime Base 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 AdvancesLoans.
(e) Upon the occurrence and during the continuance of any Event of Default, (i) each 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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.
Appears in 1 contract
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i) or (ii2.07(a).
(b) IfIf the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Advance or a Conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Advance, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to any Eurocurrency a proposed Eurodollar Rate AdvancesAdvance, or (c) the Required Lenders notify the Administrative Agent that the Eurocurrency Eurodollar Rate for any requested Interest Period for such Advances will with respect to a proposed Eurodollar Rate Advance does not adequately and fairly reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest PeriodAdvance, the Administrative Agent shall forthwith will promptly so notify the Borrowers Borrower and the Lenderseach Lender, whereupon (i) each Eurocurrency Eurodollar Rate Advance will automatically, automatically on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in US Dollars, therefor Convert into Prime a Base Rate Advances and (B) if such Eurocurrency Rate Advances are denominated in a Primary CurrencyAdvance. Thereafter, be exchanged for an Equivalent amount of US Dollars and converted into Prime Rate Advances, and (ii) the obligation of the Lenders to make, make or to Convert Revolving Credit Advances into, Eurocurrency maintain Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify (upon the Borrowers and instruction of the Lenders that Required Lenders) revokes such notice. Upon receipt of such notice, the circumstances causing Borrower may revoke any pending request for a Borrowing of, Conversion to or continuation of Eurodollar Rate Advances or, failing that, will be deemed to have Converted such suspension no longer existrequest into a request for a Base Rate Advance in the amount specified therein.
(c) If a the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency 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 such the 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 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 Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency 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 (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into 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 Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default, ,
(i) with respect to Eurodollar Rate Advances, each Eurocurrency Rate such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (A) or if such Eurocurrency Advance is then a Base Rate Advances are denominated in US DollarsAdvance, Convert into Prime will continue as a Base Rate Advances and (B) 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 and Advance); and
(ii) the obligation of the Lenders to make, make Eurodollar Rate Advances or to Convert Advances into, Eurocurrency into Eurodollar 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 1 contract
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(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 Eurocurrency Eurodollar Rate Advances, Advances (i) the Required Lenders notify the Administrative Agent that the Eurocurrency 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 Eurocurrency 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 Borrowers Borrower and the Lenders, whereupon (iA) each Eurocurrency Eurodollar 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 a Base Rate Advances Advance, and (B) 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, and (ii) the obligation of the Lenders to makemake Eurodollar Rate Advances, or to Convert Revolving Credit outstanding Advances into, Eurocurrency into Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If a the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency 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 such the 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 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 Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency 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 (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into 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 Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 Advance and (ii) the obligation of the Lenders to makemake Eurodollar Rate Advances, or to Convert outstanding Advances into, Eurocurrency into Eurodollar Rate Advances shall be suspended.
Appears in 1 contract
Samples: Credit Agreement (Ohio Power Co)
Interest Rate Determination. (a) To the extent required, each Reference Bank agrees to furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks.
(b) The Administrative Designated Agent shall give prompt notice to the Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Designated Agent for purposes of Section 2.08(a)(i2.06(a)(i) or (iia)(ii), and, if applicable, the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii).
(bc) If fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Designated Agent shall forthwith notify the Borrower 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, 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, or to Convert Advances into, Eurocurrency 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.
(d) If, with respect to any Eurocurrency Rate Advances, the Required Majority Lenders notify the Administrative Designated Agent that (i) they are unable to obtain matching deposits in the London interbank 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 Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Administrative Designated Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon (i) each Eurocurrency Rate Advance will automaticallywhereupon, on unless the last day of Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the then existing Interest Period thereforBorrower, (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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and converted into Prime Rate Advances, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Administrative Designated Agent shall notify the Borrowers Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower 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 Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, prepay such Advances. The Designated Agent shall use reasonable efforts to determine from time to time whether the circumstances causing such suspension no longer exist and, promptly after the Designated Agent knows that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders.
(ce) If a the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of "“Interest Period" ” in Section 1.01, the Administrative Designated Agent will forthwith so notify such the Borrower and the Lenders and such Advances will automatically, on the last day of the then then-existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert be Converted into Prime Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Primary any Committed Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime continued as Eurocurrency Rate AdvancesAdvances with a one-month Interest Period.
(d) On the date on which the aggregate unpaid principal amount of 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 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.
(ef) Upon the occurrence and during the continuance of any Event of DefaultDefault under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then 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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime a Base Rate Advances Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.
Appears in 1 contract
Samples: Credit Agreement (Walt Disney Co/)
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.04(a)(i) or (ii).
(b) If, with respect to any Eurocurrency Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurocurrency 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 Eurocurrency Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 AdvancesAdvance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Base Rate Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If a the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency 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 such the 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 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 Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency 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 (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into 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 Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended.
(f) If on any date on which a Eurodollar Rate would otherwise be determined, the Agent shall have determined that: (i) adequate and reasonable means (including, without limitation, by means of an Interpolated Rate) do not exist for ascertaining such Eurodollar Rate, or (ii) a contingency has occurred which materially and adversely affects the London interbank eurodollar market relating to the Eurodollar Rate,
(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 Administrative Agent shall give prompt notice to the Borrowers Parent Borrower, the applicable Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.08(a) or (iib).
(i) If the Majority Lenders determine that for any reason in connection with any request for a Contract Period Loan or a conversion to or continuation thereof that (a) as regards Eurocurrency Rate Loans, deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Advance, (b) Ifas regards BA Rate Advances, bankers’ acceptances are not being offered to banks in the Canadian interbank market for the applicable amount and Interest Period of such BA Rate Advance, (c) adequate and reasonable means do not exist for determining the Eurocurrency Base Rate or BA Rate for any requested Interest Period with respect to any a proposed Eurocurrency Rate AdvancesAdvance or BA Rate Advance, the Required Lenders notify the Administrative Agent that respectively (whether denominated in Dollars or an Alternative Currency), or (d) the Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Advance or the BA Rate for such Advances will any requested Interest Period with respect to a proposed BA Rate Advance does not adequately and fairly reflect the cost to such Required Lenders of makingfunding such Eurocurrency Rate Advance or BA Rate Advance, funding the Agent will promptly so notify the Parent Borrower, each applicable Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintaining their respective maintain Eurocurrency Rate Advances in the affected currency or currencies or BA Rate Advances, as applicable shall be suspended until the Agent (upon the instruction of the Majority Lenders) revokes such notice and all outstanding Eurocurrency Rate Advances shall automatically be converted to Base Rate Advances or as regards Canadian Borrowers, Canadian Base Rate Advances. Upon receipt of such notice, any Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Contract Rate Loans in the affected currency or currencies or, failing that, will be deemed to have converted such request into a request for a Borrowing of applicable Index Rate Loans in the amount specified therein.
(ii) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Agent determines (which determination shall be conclusive absent manifest error), or the Parent Borrower or Majority Lenders notify the Agent (with, in the case of the Majority Lenders, a copy to the Parent Borrower) that the Parent Borrower or Majority Lenders (as applicable) have determined, that:
(A) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the Administrative LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or
(B) 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
(C) 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 LIBOR, then, reasonably promptly after such determination by the Agent or receipt by the Agent of such notice, as applicable, the Agent and Parent Borrower may amend this Agreement to replace LIBOR 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 U.S. 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 U.S. 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 forthwith have posted such proposed amendment to all Lenders and Parent Borrower unless, prior to such time, Lenders comprising the Majority Lenders have delivered to the Agent written notice that such Majority 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 Majority 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 (A) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Agent will promptly so notify the Borrowers Parent Borrower and the Lenders, whereupon (i) each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period thereforLender. Thereafter, (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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and converted into Prime Rate Advances, and (iix) the obligation of the Lenders to make, make or to Convert Revolving Credit Advances into, maintain Eurocurrency 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.
(c) If a Borrower shall fail to select the duration of any Interest Period for any all outstanding Eurocurrency Rate Advances in accordance with shall automatically be converted to Base Rate Advances or as regards Canadian Borrowers, Canadian Base Rate Advances, (to the provisions contained in the definition of "Interest Period" in Section 1.01, the Administrative Agent will forthwith so notify such Borrower and the Lenders and such Advances will automatically, on the last day extent of the then existing Interest Period therefor, (i) if such affected Eurocurrency Rate Advances are denominated in US Dollarsor Interest Periods), Convert into Prime Rate Advances and (iiy) if such the Eurocurrency Rate Advances are denominated component shall no longer be utilized in determining the Base Rate or the Canadian Base Rate. Upon receipt of such notice, the Borrowers may revoke any pending request for a Primary CurrencyBorrowing of, 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 conversion to or continuation of 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 the extent of the affected Eurocurrency Rate Advances are denominated in US Dollarsor Interest Periods) or, Convert failing that, will be deemed to have converted such request into Prime a request for a Committed Borrowing of Base Rate Advances and (ii) if such Eurocurrency or as regards Canadian Borrowers, Canadian Base Rate Advances are denominated (subject, in each case, 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 0.75% for purposes of this Agreement. In connection with the implementation of a Primary CurrencyLIBOR Successor Rate, be exchanged for an Equivalent amount of US Dollars and Converted into Prime the Agent will have the right to make LIBOR Successor Rate Advances.
(e) Upon Conforming Changes from time to time and, notwithstanding anything to the occurrence and during the continuance contrary herein or in any other Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any Event of Default, (i) each Eurocurrency Rate Advance will automatically, on other party to this Agreement; provided that the last day of the then existing Interest Period therefor, (A) if Agent shall post 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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime Rate Advances and (ii) the obligation of amendment to the Lenders (which may be posted to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.the Electronic System) reasonably promptly after the effectiveness thereof. As used above:
Appears in 1 contract
Samples: Revolving Credit Agreement (Gap Inc)
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Company and the Appropriate Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.07(a)(i) or (ii).
(b) If, with respect to any Eurocurrency Rate AdvancesAdvances under any Facility, the Required Lenders owed at least 50% of the then aggregate unpaid principal amount of such Facility notify the Administrative Agent that 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 Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers applicable Borrower and the Appropriate Lenders, whereupon (i) each in the case of Advances outstanding under the Tranche A Facility, 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 US Dollars, either (x) prepay such Advances or (y) Convert such Advances into Prime Base Rate Advances and (B) if such Eurocurrency Rate Advances are denominated in a Primary any Committed Currency, be exchanged for either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of US Dollars and converted Convert such Advances into Prime Base Rate Advances, (ii) in the case of Advances outstanding under the Tranche B Facility, the Borrower of such Eurocurrency Rate Advances will, on the last day of the then existing Interest Period therefor prepay such Advances and (iiiii) the obligation of the Appropriate Lenders to make, or to Convert Tranche A Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Company and the Appropriate Lenders that the circumstances causing such suspension no longer exist.
(c) If a any Borrower shall fail to select the duration of any Interest Period for any 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 such Borrower and the Appropriate Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, (i) in the case of Advances outstanding under the Tranche A Facility, (x) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into Prime Base Rate Advances and (iiy) if such Eurocurrency Rate Advances are denominated in a Primary Committed Currency, be exchanged for an Equivalent amount of US Dollars and Converted Convert into Prime Base Rate Advances.Advances and (ii) in the case of Advances outstanding under the Tranche B Facility, shall be continued with an Interest Period of one month,
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000the Revolving Credit Borrowing Minimum, (i) in the case of Advances outstanding under the Tranche A Facility, such Advances shall automatically (iA) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into Prime Base Rate Advances and (iiB) if such Eurocurrency Rate Advances are denominated in a Primary Committed Currency, be exchanged for an Equivalent amount of US Dollars and Converted Convert into Prime Base Rate AdvancesAdvances and (ii) in the case of Advances outstanding under the Tranche B Facility, shall be repaid at the end of the applicable Interest Period.
(e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Rate Advance under the Tranche A Facility 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 be Converted into Prime Base Rate Advances and (B) if such Eurocurrency Rate Advances are denominated in a Primary any Committed Currency, be exchanged for an Equivalent amount of US Dollars and be Converted into Prime Base Rate Advances and Advances, (ii) the obligation of the Tranche A Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspendedsuspended and (iii) each Eurocurrency Rate Advance under the Tranche B Facility shall not be continued with an Interest Period of longer than one month.
(f) If Reuters LIBOR01 Page is unavailable,
(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) in the case of Advances outstanding under the Tranche A Facility, (1) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (2) 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 (B) in the case of Advances outstanding under the Tranche B Facility, shall bear interest at the Overnight Rate, and
(iii) the obligation of the Lenders to make Eurocurrency Rate Advances or to Convert Revolving Credit 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 appropriate 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 (for the longest period for which the applicable Reuters LIBOR01 Page rate is available for the applicable currency) that is shorter than such Interest Period and (b) the applicable Reuters LIBOR01 Page rate for the shortest period (for which such Reuters LIBOR01 Page rate 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 is available, the Reuters LIBOR01 Page rate 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) If requested, each Reference Bank may, but shall not be required to, furnish to the Designated Agent timely information for the purpose of determining each Eurocurrency Rate. Subject to Section 2.08(c), if any one or more of the Reference Banks shall not furnish such timely information to the Designated Agent for the purpose of determining such interest rate, the Designated Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks.
(b) The Administrative Designated Agent shall give prompt notice to the Borrowers Borrower and the Lenders of (i) the applicable interest rate determined by the Administrative Designated Agent and (ii) subject to Section 2.13(b), the details of such determination (including, without limitation, disclosure of the Credit Default Swap Spread) for purposes of Sections 2.06(a)(i) and/or 2.06(a)(ii).
(c) If, at any time when the Eurocurrency Rate is being determined by reference to rates furnished by the Reference Banks in accordance with the definition of “Eurocurrency Rate”, fewer than two Reference Banks furnish timely information to the Designated Agent for purposes of Section 2.08(a)(idetermining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) or the Designated Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances, (ii) each such Advance denominated in Dollars 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), (iii) each such Advance denominated in a currency other than Dollars shall be prepaid and (iv) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency 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.
(bd) If, with respect to any Eurocurrency Rate AdvancesAdvances in any currency, (i) the Required Designated Agent shall be unable to determine the Eurocurrency Rate as contemplated hereby or (ii) the Majority Lenders notify the Administrative Designated Agent that (A) they are unable to obtain matching deposits in such currency in the London interbank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing (or, in the case of a Borrowing denominated in Sterling, on the date of such Borrowing) in sufficient amounts to fund their respective Eurocurrency Rate Advances as a part of such Borrowing during its Interest Period or (B) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances in such currency for such Interest Period, the Administrative Designated Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon whereupon, unless, in the case of a development referred to in the preceding clause (i) each Eurocurrency Rate Advance will automaticallyii)(B), on the last day of Applicable Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the then existing Interest Period thereforBorrower, and in any event subject to Section 2.08(e), (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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and converted into Prime Rate Advances, and (ii) the obligation of the Lenders to makemake or continue at the end of the Interest Period, or to Convert Revolving Credit Base Rate Advances into, Eurocurrency Rate Advances in such currency shall be suspended until the Administrative Designated Agent shall notify the Borrowers Borrower and the Lenders that the circumstances causing such suspension no longer exist and (B) the Borrower 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 Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any affected Committed Currency, prepay such Advances. The Designated Agent shall use reasonable efforts to determine from time to time whether the circumstances causing such suspension no longer exist and, promptly after the Designated Agent knows that the circumstances causing such suspension no longer exist, the Designated Agent shall notify the Borrower and the Lenders.
(ce) If at any time the Designated Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 2.08(d)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 2.08(d)(i) have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Designated Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Designated Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurocurrency 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). 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 Designated 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 Majority Lenders stating that such Majority Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (e) (but, in the case of the circumstances described in clause (ii) of the first sentence of this clause (e), only to the extent the Screen Rate for the applicable currency and such Interest Period is not available or published at such time on a current basis), clauses (A) and (B) of Section 2.08(d) shall be applicable. Notwithstanding the foregoing, if any alternate rate of interest established pursuant to this clause (e) (without giving effect to the Applicable Margin or any alternative spread that may have been agreed upon over the applicable Lenders’ deemed cost of funds) shall be less than zero, such rate shall be deemed to be zero for all purposes of this Agreement.
(f) If the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of "“Interest Period" ” in Section 1.01, the Administrative Designated Agent will forthwith so notify such the Borrower and the Lenders and such Advances will automatically, on the last day of the then then-existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert be Converted into Prime Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Primary any Committed Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime continued as Eurocurrency Rate AdvancesAdvances with a one-month Interest Period.
(d) On the date on which the aggregate unpaid principal amount of 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 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.
(eg) Upon the occurrence and during the continuance of any Event of DefaultDefault under Section 6.01(a), (i) each Eurocurrency Rate Advance denominated in Dollars will automatically, on the last day of the then 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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime a Base Rate Advances Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.
Appears in 1 contract
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Company and the applicable Lenders of the applicable interest rate rates determined by the Administrative Agent for purposes of each clause of Section 2.08(a)(i) or (ii2.05(a).
(ba) If, with respect to any Eurocurrency Eurodollar Rate AdvancesLoans of any Class, Lenders owed at least 50% of the Required Lenders then aggregate principal amount thereof notify the Administrative Agent that the Eurocurrency 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 Eurocurrency Eurodollar Rate Advances Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Company and the applicable Lenders, whereupon (i) each Eurocurrency Eurodollar Rate Advance Loan of such Class 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 a Base Rate Advances and (B) if Loan of such Eurocurrency Rate Advances are denominated in a Primary Currency, be exchanged for an Equivalent amount of US Dollars and converted into Prime Rate AdvancesClass, and (ii) the obligation of the applicable Lenders to make, or to Convert Revolving Credit Advances Loans of such Class into, Eurocurrency Eurodollar Rate Advances Loans of such Class shall be suspended until the Administrative Agent shall notify the Borrowers Company and the such Lenders that the circumstances causing such suspension no longer exist.
(cb) If a Borrower the Company shall fail to select the duration of any Interest Period for any Eurocurrency 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 such Borrower the Company and the Appropriate Lenders and such Advances Loans 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 Prime Base 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 AdvancesLoans.
(d) On the date on which the aggregate unpaid principal amount of 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 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.
(ec) Upon the occurrence and during the continuance of any Event of Default, Default (i) each Eurocurrency applicable Eurodollar Rate Advance Loan 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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.Period
Appears in 1 contract
Samples: Loan Agreement
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.07(a)(i) or (ii2.07(a)(ii).
(b) If, with respect to any Eurocurrency Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the Eurocurrency 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 and fairly reflect the cost to such the Required Lenders of making, funding or maintaining their respective Eurocurrency Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon (iA) each Eurocurrency Rate Advance will automaticallythe Borrower will, on the last day of the then existing Interest Period therefor, either (A1) if prepay such Eurocurrency Rate Advances are denominated in US Dollars, or (2) Convert such Advances into Prime Base Rate Advances and (B) 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, and (ii) the obligation of the Lenders to make, continue Eurodollar Rate Advances as, or to Convert Revolving Credit Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If a Borrower shall fail to select the duration of any Interest Period for any 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 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 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 Eurocurrency 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 (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into 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 Base Rate Advances.
(ed) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Eurodollar 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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime a Base Rate Advances Advance (unless the Required Lenders otherwise consent) and (ii) the obligation of the Lenders to make, continue Eurodollar Rate Advances as, or to Convert Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended.
Appears in 1 contract
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Borrower and the applicable Lenders of the applicable interest rate rates determined by the Administrative Agent for purposes of each clause of Section 2.08(a)(i) or (ii2.07(a).
(b) If, with respect to any Eurocurrency Eurodollar Rate AdvancesLoans, Lenders owed at least 50% of the Required Lenders then aggregate principal amount thereof notify the Administrative Agent that the Eurocurrency 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 Eurocurrency Eurodollar Rate Advances Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the applicable Lenders, whereupon (i) each Eurocurrency Eurodollar Rate Advance Loan 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 a Base Rate Advances and (B) 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 AdvancesLoan, and (ii) the obligation of the applicable Lenders to make, or to Convert Revolving Credit Advances Loans into, Eurocurrency Eurodollar Rate Advances Loans shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the such Lenders that the circumstances causing such suspension no longer exist.
(c) If a the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency 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 such the Borrower and the Revolving Lenders and such Advances Loans 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 Prime Base 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 AdvancesLoans.
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency 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 (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into Prime Base 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 AdvancesLoans.
(e) Upon the occurrence and during the continuance of any Event of Default, (i) each 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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.
Appears in 1 contract
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.06(a)(i) or (ii).
(b) If, with respect to any Eurocurrency Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurocurrency 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 Eurocurrency Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 AdvancesAdvance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If a the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency 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 such the 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 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 Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency 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 (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into 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 Base Rate Advances.
(e) Upon the occurrence and during the continuance of any an Event of DefaultDefault under Section 6.01(a) or an Event of Default with respect to the requirements of Section 5.03, (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended.
Appears in 1 contract
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers applicable Borrower and the Lenders Banks of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.07(a) or (ii)b) hereof.
(b) If, with respect to any Eurocurrency 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 Eurocurrency 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 Eurocurrency Eurodollar Rate Advances Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers and the LendersBanks, whereupon whereupon:
(i) each Eurocurrency Eurodollar Rate Advance Loan 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 a Base Rate Advances and (B) if such Eurocurrency Rate Advances are denominated in a Primary CurrencyLoan, be exchanged for an Equivalent amount of US Dollars and converted into Prime Rate Advances, and and
(ii) the obligation of the Lenders Banks to make, or to Convert Revolving Credit Advances Loans into, Eurocurrency Eurodollar Rate Advances Loans shall be suspended until the Administrative Agent shall notify the Borrowers and the Lenders Banks that the circumstances causing such suspension no longer exist.
(c) If a the applicable Borrower shall fail to select the duration of any Interest Period for any Eurocurrency 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 such Borrower and the Lenders Banks, and such Advances Loans 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 Prime Base 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 AdvancesLoans.
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency 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 (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into Prime Base Rate Advances Loans, and (ii) on and after such date the right of the applicable Borrower to Convert such Loans into Eurodollar Rate Loans shall terminate; provided, however, that if and so long as each such Eurocurrency Rate Advances are denominated in a Primary CurrencyLoan shall be of the same Type and have the same Interest Period as Loans constituting another Borrowing or other Borrowings made to such Borrower, be exchanged for an Equivalent and the aggregate unpaid principal amount of US Dollars and Converted into Prime Rate Advances.
(e) Upon all such Loans shall equal or exceed $1,000,000, such Borrower shall have the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if right to continue all 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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime Rate Advances and (ii) the obligation of the Lenders to makeLoans as, or to Convert Advances all such Loans into, Eurocurrency 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 Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.07(a)(i) or (ii).
(b) If, with respect to any Eurocurrency Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the Eurocurrency 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 Eurocurrency Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon (iA) each Eurocurrency Rate Advance will automaticallythe Borrower will, on the last day of the then existing Interest Period therefor, either (Ax) if prepay such Eurocurrency Rate Advances are denominated in US Dollars, or (y) Convert such Advances into Prime Base Rate Advances and (B) 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, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If a the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency 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 Administrative Agent will forthwith so notify such the 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 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 Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency 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 (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into 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 Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of DefaultDefault under Section 6.01(a), (i) each Eurocurrency Eurodollar 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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency 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) If the Reference Lender is not the Agent, the Reference Lender agrees to furnish to the Agent timely information for the purpose of determining the Eurodollar Rate.
(b) The Administrative Agent shall give prompt notice to the Borrowers Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.11(a)(i) or (ii).
(bc) [Intentionally left blank]
(d) If, with respect to any Eurocurrency Eurodollar Rate Advances, the Required Majority Lenders notify determine and give notice to the Administrative Agent that that, as a result of conditions in or generally affecting the Eurocurrency London interbank eurodollar market, the rates of interest determined on the basis of 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 Eurocurrency Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Company and the Lenders, whereupon whereupon,
(i) each Eurocurrency Rate such 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 a Base Rate Advances and (B) if such Eurocurrency Rate Advances are denominated in a Primary CurrencyAdvance, be exchanged for an Equivalent amount of US Dollars and converted into Prime Rate Advances, and and
(ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Company and the Lenders that the circumstances causing such suspension no longer exist.
(ce) If a Borrower the Company shall fail to select the duration of any Interest Period for any Eurocurrency Eurodollar Rate Advances in accordance with the provisions contained in the definition of "Interest Period" in Section 1.011.1, the Administrative Agent will forthwith so notify such Borrower the Company 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 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 Base Rate Advances.
(df) On the date on which the aggregate unpaid principal amount of Eurocurrency Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00010,000,000, such Eurodollar Rate Advances shall automatically (i) if Convert into Base Rate Advances, and on and after such Eurocurrency date the right of the Company to Convert such Advances into Eurodollar Rate Advances are denominated in US Dollarsshall terminate; provided, Convert into Prime however, that if and so long as each such Eurodollar Rate Advance shall have the same Interest Period as Eurodollar Rate Advances comprising another Borrowing or other Borrowings, and (ii) if the aggregate unpaid principal amount of all such Eurocurrency Eurodollar Rate Advances are denominated in a Primary Currencyshall equal or exceed $20,000,000, be exchanged for an Equivalent amount of US Dollars and Converted into Prime Rate Advances.
(e) Upon the occurrence and during Company shall have the continuance of any Event of Default, (i) each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if right to continue all 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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime Rate Advances and (ii) the obligation of the Lenders to makeas, or to Convert all such Advances into, Eurocurrency Eurodollar Rate Advances having the same Interest Period.
(g) If the Reference Lender shall for any reason no longer have a Commitment or any Advances, the Reference Lender shall thereupon cease to be suspendedthe Reference Lender, and the Company shall, by notice to the Lenders, designate another Lender as the Reference Lender (or if, at any time, there is only one Lender, such Lender shall automatically be the Reference Lender at such time) so that there shall at all times be a Reference Lender.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (El Paso Corp/De)
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Borrower and the applicable Lenders of the applicable interest rate rates determined by the Administrative Agent for purposes of each clause of Section 2.08(a)(i) or (ii2.07(a).
(b) If, with respect to any Eurocurrency Eurodollar Rate AdvancesLoans, Lenders owed at least 50% of the Required Lenders then aggregate principal amount thereof notify the Administrative Agent that the Eurocurrency 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 Eurocurrency Eurodollar Rate Advances Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the applicable Lenders, whereupon (i) each Eurocurrency Eurodollar Rate Advance Loan 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 a Base Rate Advances and (B) 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 AdvancesLoan, and (ii) the obligation of the applicable Lenders to make, or to Convert Revolving Credit Advances Loans into, Eurocurrency Eurodollar Rate Advances Loans shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the such Lenders that the circumstances causing such suspension no longer exist.
(c) If a the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency 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 such the Borrower and the Revolving Lenders and such Advances Loans 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 Prime Base 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 AdvancesLoans.
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency 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 (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into Prime Base 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 AdvancesLoans.
(e) Upon the occurrence and during the continuance of any Event of DefaultDefault under Section 6.01(a) or, in the case of and with respect to Revolving Loans, any Borrowing Base Deficiency, (i) each Eurocurrency applicable Eurodollar Rate Advance Loan 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 a Base Rate Advances and (B) 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 Loan and (ii) the obligation of the applicable Lenders to make, or to Convert Advances Loans into, Eurocurrency 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 Borrowers Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.07(a)(i) or (ii).
(b) If, with respect to any Eurocurrency Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the Eurocurrency 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 Eurocurrency Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Company and the Lenders, whereupon (iA) each Eurocurrency Rate Advance will automaticallythe Company will, on the last day of the then existing Interest Period therefor, either (Ax) if prepay such Eurocurrency Rate Advances are denominated in US Dollars, or (y) Convert such Advances into Prime Base Rate Advances and (B) 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, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Company and the Lenders that the circumstances causing such suspension no longer exist.
(c) If a Borrower the Company shall fail to select the duration of any Interest Period for any Eurocurrency 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 such Borrower the Company 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 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 Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency 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 (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into 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 Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of DefaultDefault under Section 6.01(a), (i) each Eurocurrency Eurodollar 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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime a Base Rate Advances Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended.
(f) If the applicable Bloomberg screen is unavailable and the substitute or successor pages or screens are also unavailable,
(i) the Agent shall forthwith notify the Company 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, be prepaid by the Company or be automatically Converted into a Base Rate Advance, and
(iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Base Rate 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.
(g) If the Agent determines (which determination shall be conclusive absent manifest error), or the Required Lenders notify the Agent (with a copy to the Company) that the Required Lenders have determined, that (i) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Eurodollar Rate Advance, 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, then, promptly after such determination by the Agent or receipt by the Agent of such notice, as applicable, the Agent and the Company 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 LIBOR (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes 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 Company unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Agent notice that such Required Lenders do not accept such amendment; provided that, if such LIBOR Successor Rate as so determined would be less than zero, such rate shall be deemed to be zero for the 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 Company may revoke any pending request for a Eurodollar Rate Borrowing, 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 in the amount specified therein.
Appears in 1 contract
Samples: Credit Agreement (Interpublic Group of Companies, Inc.)
Interest Rate Determination. (a) To the extent required, each Reference Bank agrees to furnish to the Administrative Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Administrative Agent for the purpose of determining such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks.
(b) The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.06(a)(i) or (iia)(ii), and, if applicable, the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii).
(bc) If fewer than two Reference Banks furnish timely information to the Administrative Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Administrative Agent shall forthwith notify the Borrower 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, 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, or to Convert Advances into, 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.
(d) If, with respect to any Eurocurrency Rate Advances, the Required Majority Lenders notify the Administrative 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 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 Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon (i) each whereupon, unless the Eurocurrency Rate Advance will automatically, on Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the last day of the then existing Interest Period thereforBorrower, (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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and converted into Prime Rate Advances, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Lenders that the circumstances causing such suspension no longer exist, and (B) the Borrower 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 Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances or (y) redenominate such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances. The Administrative Agent shall use reasonable efforts to determine from time to time whether the circumstances causing such suspension no longer exist and, promptly after the Administrative Agent knows that the circumstances causing such suspension no longer exist, the Administrative Agent shall so notify the Borrower and the Lenders.
(ce) If a the Borrower shall fail to select the duration of any Interest Period for any 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 such the 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 be Converted into Prime Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Primary Committed Currency, be exchanged for redenominated into an Equivalent amount of US Dollars and be Converted into Prime Base Rate Advances.
(df) On the date on which the aggregate unpaid principal amount of Eurocurrency 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 automatically (i) if such Eurocurrency Rate Advances are denominated in US Dollars, shall automatically Convert into Prime Base Rate Advances and, on and (ii) after such date, the right of the Borrower to Convert such Advances into Eurocurrency Rate Advances shall terminate; provided, however, that if and so long as each such Eurocurrency Rate Advance shall have the same Interest Period as Eurocurrency Rate Advances comprising another Borrowing or Borrowings, and the aggregate unpaid principal amount of all such Eurocurrency Rate Advances are denominated in a Primary Currencyshall equal or exceed $20,000,000, be exchanged for an Equivalent amount of US Dollars and Converted into Prime the Borrower shall have the right to continue all such Eurocurrency Rate AdvancesAdvances as, or to Convert all such Advances into, Eurocurrency Rate Advances having such Interest Period.
(eg) Upon the occurrence and during the continuance of any Event of DefaultDefault under Section 7.01(a), (i) each 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 be Converted into Prime Base Rate Advances and (B) if such Eurocurrency Rate Advances are denominated in a Primary any Committed Currency, be exchanged for redenominated into an Equivalent amount of US Dollars and be Converted into Prime Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.
Appears in 1 contract
Samples: Credit Agreement (Walt Disney Co/)
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice Subject to the Borrowers and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i) or (ii).
clauses (b), (c), (d), (e), (f) Ifand (g) of this Section 2.07, if, with respect to any Eurocurrency Rate AdvancesLoans, the Required Lenders notify the Administrative Agent that (i) adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate, as applicable (including because the applicable screen rate is not available or published on a current basis) 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 Eurocurrency Rate Advances Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon (A) the Borrower will, on the last day of the then existing Interest Period therefor, (1) if such Eurocurrency Rate Loans are denominated in Dollars, either (x) prepay such Eurocurrency Rate Loans or (y) Convert such Eurocurrency Rate Loans into Base Rate Loans and (2) if such Eurocurrency Rate Loans are denominated in Euro, either (x) prepay such Eurocurrency Rate Loans or (y) exchange such Eurocurrency Rate Loans into an Equivalent amount of Dollars and Convert such Eurocurrency Rate Loans into Base Rate Loans and (B) the obligation of the Lenders to make, or to Convert Term Loans into, Eurocurrency Rate Loans shall be suspended until the Administrative Agent shall notify the 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 to Eurocurrency Rate Loans denominated in the Foreign Currency, the applicable Borrower may elect, by notice to the Administrative Agent and the Lenders, to continue such Term Loans in such Foreign Currency for a period of not longer than 30 days, which Term Loan shall bear interest at a rate per annum equal to the Applicable Margin in respect of Eurocurrency Rate Loans plus the Cost of Funds Rate.
(b) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred for a currency prior to the Reference Time in respect of any setting of the then-current Benchmark for such currency, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (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 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 (3) 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 Lenders 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 Lenders comprising the Required Lenders.
(c) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, solely with respect to a Term Loan denominated in Dollars, if a Term SOFR 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 the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or 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; provided that, this clause (c) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice.
(d) In connection with the implementation of a Benchmark Replacement, 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.
(e) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and (if known at such time) the related Benchmark Replacement, (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 Lender (or group of Lenders) pursuant to this Section 2.07, 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 2.07.
(f) 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 Term SOFR or the LIBO 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.
(g) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Eurocurrency Rate Loan of, Conversion to or continuation of Eurocurrency Rate Loans to be made, Converted or continued during any Benchmark Unavailability Period and, failing that, either (x) the Borrower will be deemed to have converted any request for a Eurocurrency Rate Loan denominated in Dollars into a request for a Borrowing of or Conversion to Base Rate Loans or (y) any request for a Eurocurrency Rate Loan denominated in a Foreign Currency shall be ineffective. 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 Eurocurrency Rate Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Eurocurrency Rate Loan, then (i) if such Eurocurrency Rate Loan is denominated in Dollars, then on the last day of the Interest Period applicable to such Term Loan (or the next succeeding Business Day if such day is not a Business Day), such Term Loan shall be Converted by the Administrative Agent to, and shall constitute, a Base Rate Loan denominated in Dollars on such day or (ii) if such Eurocurrency Rate Loan is denominated in a Foreign Currency, then such Term Loan shall, on the last day of the Interest Period applicable to such Term Loan (or the next succeeding Business Day if such day is not a Business Day), at the Borrower’s election prior to such day: (A) be prepaid by the Borrower on such day or (B) be Converted by the Administrative Agent to, and (subject to the remainder of this subclause (B)) shall constitute, a Base Rate Loan denominated in Dollars (in an amount equal to the Equivalent amount of such Foreign Currency in Dollars) on such day (it being understood and agreed that if the Borrower does not so prepay such Term Loan on such day by 12:00 noon (London Time) the Administrative Agent is authorized to effect such Conversion of such Eurocurrency Rate Loan into a Base Rate Loan denominated in Dollars), and, in the case of such subclause (B), upon any subsequent implementation of a Benchmark Replacement in respect of such Foreign Currency pursuant to this Section 2.07, such Base Rate Loan denominated in Dollars shall then be Converted by the Administrative Agent to, and shall constitute, a Eurocurrency Rate Loan denominated in such Foreign Currency (in an amount equal to the Equivalent amount of such Foreign Currency) on the day of such implementation, giving effect to such Benchmark Replacement in respect of such Agreed Currency.
(h) If the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate 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 Borrower and the Lenders and such Term Loans will automatically, on the last day of the then existing Interest Period therefor, (i) in the case of Eurocurrency Rate Loans denominated in Dollars, Convert into Base Rate Loans or, (ii) in the case of Eurocurrency Rate Loans denominated in Euro, be exchanged into an Equivalent amount of Dollars and Convert into Base Rate Loans.
(i) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (x) each Eurocurrency Rate Advance Loan will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances Loans are denominated in US Dollars, Convert be Converted into Prime Base Rate Advances Loans and (B) if such Eurocurrency Rate Advances Loans are denominated in a Primary CurrencyEuro, be exchanged for an Equivalent amount of US Dollars and converted be Converted into Prime Base Rate Advances, Loans and (iiy) the obligation of the Lenders to make, or to Convert Revolving Credit Advances Term Loans into, Eurocurrency Rate Advances Loans shall be suspended until suspended; provided that the Borrower may elect, by notice to the Administrative Agent shall notify the Borrowers and the Lenders that the circumstances causing within one Business Day of such suspension no longer exist.
(c) If a Borrower shall fail Event of Default, to select the duration of any Interest Period for any Eurocurrency Rate Advances continue such Term Loans in accordance with the provisions contained in the definition of "Interest Period" in Section 1.01Euro, whereupon the Administrative Agent will forthwith so notify such Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, (i) if may require that each such Eurocurrency Rate Advances are denominated in US DollarsLoans shall bear interest at the Overnight Eurocurrency Rate for a period of three Business Days and thereafter, Convert into Prime Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Primary Currency, Loans shall be exchanged for an Equivalent amount of US Dollars and be Converted into Prime Base Rate AdvancesLoan.
(d) On the date on which the aggregate unpaid principal amount of 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 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, (i) each 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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.
Appears in 1 contract
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.06(a)(i) or (ii).
(b) If, with respect to any Eurocurrency LIBOR Rate Advances, the Required Lenders notify the Administrative Agent that the Eurocurrency 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 Eurocurrency LIBOR Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon whereupon: (i) each Eurocurrency LIBOR 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 a Base Rate Advances and (B) 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, Advance; and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency LIBOR Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If a the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency 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 such the 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 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 Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency 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 (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into 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 Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default, Default under Section 6.01: (i) each Eurocurrency LIBOR 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 a Base Rate Advances and (B) 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 Advance; and (ii) the obligation of the Lenders to make, continue or to Convert Advances into, Eurocurrency 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 Administrative Agent shall give prompt notice to the Borrowers and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i) or (ii).
(b) If, with respect to any Eurocurrency Rate Advances, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the London interbank 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 Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers and the Lenders, whereupon (iA) each Eurocurrency Rate Advance will automaticallythe applicable Borrower will, on the last day of the then existing Interest Period therefor, either (Ax) if prepay such Eurocurrency Rate Advances are denominated in US Dollars, or (y) Convert such Advances into Prime Base Rate Advances and (B) 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, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency 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. Each Lender shall certify its cost of funds for each Interest Period to the Administrative Agent and the applicable Borrower as soon as practicable (but in any event not later than ten Business Days after the first day of such period).
(cb) If a any Borrower shall fail to select the duration of any Interest Period for any 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 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 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 Base Rate Advances.
(dc) On the date on which the aggregate unpaid principal amount of 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 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[Intentionally Omitted].
(ed) Upon the occurrence and during the continuance of any Event of DefaultDefault under Section 6.01(a), (i) each 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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.
Appears in 1 contract
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice (i) to the Borrowers Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(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 Eurocurrency Rate Advances, the Required Majority Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the London interbank 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 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 Majority Lenders of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers each Borrower and the Lenders, whereupon (A) such Borrower 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 Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Major 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 Eurocurrency Rate Advances in the same currency as such Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify each Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If any Borrower, in requesting a Revolving Credit Borrowing comprised of Eurocurrency Rate Advances, shall fail to select the duration of the Interest Period for such 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 such Borrower and the Lenders and such Advances will (to the extent such Eurocurrency Rate Advances remain outstanding on such day) 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 any Major Currency, be exchanged into an Equivalent amount of Dollars and be Converted into Base Rate Advances.
(d) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance will (to the extent such Eurocurrency Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are Advance is denominated in US Dollars, Convert be Converted into Prime a Base Rate Advances Advance and (B) if such Eurocurrency Rate Advances are Advance is denominated in a Primary any Major Currency, be exchanged for into an Equivalent amount of US Dollars and converted Converted into Prime a Base Rate Advances, Advance and (ii) the obligation of the Lenders to makemake Eurocurrency Rate Advances shall be suspended.
(e) If the applicable Bloomberg screen is unavailable,
(i) the Administrative Agent shall forthwith notify the relevant Borrower 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 (to the extent such Eurocurrency Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency 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 Eurocurrency Rate Advance is denominated in any Major 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
(iii) the obligation of the Lenders to Convert Revolving Credit Advances into, make Eurocurrency 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.
(c) If a Borrower shall fail to select the duration of any Interest Period for any 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 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 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 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 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, (i) each 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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.
Appears in 1 contract
Samples: Five Year Credit Agreement (Honeywell International Inc)
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.07(a)(i) or (ii).. [[NYCORP:3664832v12::08/15/2017--08:07 PM]]
(ba) If, with respect to any Eurocurrency Rate AdvancesLoans, the Required A3 Term Loan Lenders, the Required A5 Term Loan Lenders or the Required B Term Loan Lenders, as applicable, notify the Administrative Agent that (i) they are unable to obtain matching deposits in the London interbank 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 Loans as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency 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 Eurocurrency Rate Advances Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon (iA) each the Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such Eurocurrency Rate Advance Loans or (y) Convert such Loans into Base Rate Loans and (B) the obligation of the Appropriate Lenders to make, or to Convert Loans into, Eurocurrency Rate Loans shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(b) If the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate 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 Appropriate Lenders and such Loans will automatically, on the last day of the then existing Interest Period therefor, (A) if such continue as Eurocurrency Rate Advances are denominated in US DollarsLoans with an Interest Period of one month.
(c) [Reserved.]
(d) Upon the occurrence and during the continuance of any Event of Default under Section 7.01, Convert into Prime Rate Advances and (Bi) if such each Eurocurrency Rate Advances are denominated in a Primary CurrencyLoan will, upon request of the Required Lenders to the Agent, on the last day of the then existing Interest Period therefor, be exchanged for an Equivalent amount of US Dollars and converted Converted into Prime Base Rate Advances, Loans and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances Loans into, Eurocurrency Rate Advances shall Loans shall, if so requested by the Required Lenders, be suspended until suspended.
(e) If no Screen Rate or Interpolated Screen Rate is available, then:
(i) the Administrative Agent shall forthwith notify the Borrowers Borrower and the Lenders that the circumstances causing interest rate cannot be determined for such suspension no longer exist.Eurocurrency Rate Loans;
(cii) If a Borrower shall fail to select the duration of any Interest Period for any each such 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 such Borrower and the Lenders and such Advances Loan 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 Prime a Base 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.Loan; and
(d) On the date on which the aggregate unpaid principal amount of 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 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, (i) each 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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime Rate Advances and (iiiii) the obligation of the Lenders to make, make Eurocurrency Rate Loans or to Convert Advances into, Loans into Eurocurrency Rate Advances Loans shall be suspendedsuspended 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 to the Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i) or (ii2.08(a).
(b) If, with respect to any Eurocurrency Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurocurrency 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 Eurocurrency Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon (i) each Eurocurrency Eurodollar Rate Advance will automatically, on the last final day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into Prime a Base Rate Advances and (B) 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 AdvancesAdvance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If a the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency 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 such the Borrower and the Lenders and such Advances will automatically, on the last final day of the then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into 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 Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency 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 (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into 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 Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of DefaultDefault under Section 6.01(a), (i) each Eurocurrency Eurodollar Rate Advance will automatically, on the last final day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into Prime a Base Rate Advances and (B) 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 Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency into Eurodollar Rate Advances shall be suspended.
Appears in 1 contract
Samples: Credit Agreement (Encana Corp)
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.06(a)(i) or (ii).
(b) If, with respect If prior to the commencement of any Interest Period for a Eurocurrency Rate AdvancesBorrowing of any Class, the Required Lenders notify the Administrative Agent that the Eurocurrency Rate for any such Interest Period for such Advances Borrowing will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurocurrency Rate Advances Loans for such Interest Period, then the Administrative Agent shall forthwith so notify the Borrowers Borrower and the LendersLenders of such Class by telephone, whereupon fax or electronic mail as promptly as practicable thereafter, whereupon, until the Agent notifies the Borrower and the Lenders of such Class that the circumstances giving rise to such notice no longer exist, (A) any Interest Election Request that requests the Conversion of any Borrowing of such Class to, or continuation of any Borrowing of such Class as, a Eurocurrency Rate Borrowing shall be ineffective, (B) any affected Eurocurrency Rate Borrowing that is requested to be continued shall be continued as a Base Rate Borrowing and (C) any Notice of Borrowing for an affected Eurocurrency Rate Borrowing shall be deemed a request for a Base Rate Borrowing.
(c) Upon the occurrence and during the continuance of any Event of Default under Section 7.01, (i) each Eurocurrency Rate Advance will automaticallyLoan will, upon request of the Required Lenders to the Agent, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency be Converted into Base Rate Advances are denominated in US Dollars, Convert into Prime Rate Advances and (B) 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, Loans and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances Loans into, Eurocurrency Rate Advances shall be suspended until Loans shall, if so requested by the Administrative Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist.
(c) If a Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of "Interest Period" in Section 1.01Required Lenders, the Administrative Agent will forthwith so notify 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 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 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 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, (i) each 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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.
Appears in 1 contract
Samples: Credit Agreement (Cloudera, Inc.)
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i) or (ii).
(b) If, with respect to any Eurocurrency Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurocurrency 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 Eurocurrency Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 AdvancesAdvance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Base Rate Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If a the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency 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 such the 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 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 Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency Eurodollar 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 (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into 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 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 Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended.
(f) If on any date on which a Eurodollar Rate would otherwise be determined, the Agent shall have determined that: (i) adequate and reasonable means do not exist for ascertaining such Eurodollar Rate, or (ii) a contingency has occurred which materially and adversely affects the London interbank eurodollar market relating to the Eurodollar Rate,
(A) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances,
(B) 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
(C) 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.
(i) Notwithstanding anything herein to the contrary, if the Agent determines (which determination shall be final and conclusive, absent manifest error) that either (A)(I) the circumstances set forth in Section 2.09(f) have arisen and are unlikely to be temporary, or (II) the circumstances set forth in Section 2.09(f) have not arisen but the applicable supervisor or administrator (if any) of the Eurodollar Rate or an Official Body having jurisdiction over the Agent has made a public statement identifying the specific date after which the Eurodollar Rate shall no longer be used for determining interest rates for loans in Dollars (either such date, a “Eurodollar Rate Termination Date”), or (B) a rate other than the Eurodollar Rate has become a widely recognized benchmark rate for newly originated loans in U.S. Dollars in the U.S. market, then the Agent may (in consultation with the Borrower) choose a replacement index for the Eurodollar Rate and make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, to the extent practicable, the all-in interest rate based on the replacement index will be substantially equivalent to the all-in Eurodollar Rate-based interest rate in effect prior to its replacement.
(ii) The Agent and the Borrower shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins and such other related amendments as may be appropriate, in the discretion of the Agent, for the implementation and administration of the replacement index-based rate. Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, without limitation, Section 8.01), such amendment shall become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. New York City time on the tenth (10th) Business Day after the date a draft of the amendment is provided to the Lenders, unless the Agent receives, on or before such tenth (10th) Business Day, a written notice from the Required Lenders stating that such Lenders object to such amendment.
(iii) Selection of the replacement index, adjustments to the applicable margins, and amendments to this Agreement (A) will be determined with due consideration to the then-current market practices for determining and implementing a rate of interest for newly originated loans in the United States and loans converted from a Eurodollar Rate-based rate to a replacement index-based rate, and (B) may also reflect adjustments to account for (I) the effects of the transition from the Eurodollar Rate to the replacement index and (II) yield- or risk-based differences between the Eurodollar Rate and the replacement index.
(iv) Until an amendment reflecting a new replacement index in accordance with this Section 2.09(g) is effective, each advance, conversion and renewal of a Eurodollar Rate Advance will continue to bear interest with reference to the Eurodollar Rate; provided however, that if the Agent determines (which determination shall be final and conclusive, absent manifest error) that a Eurodollar Rate Termination Date has occurred, then following the Eurodollar Rate Termination Date, until such time as an amendment reflecting a replacement index and related matters as described above is implemented, (x) all Eurodollar Rate Advances shall automatically be converted to Base Rate Advances and (y) the Daily LIBOR Rate component shall no longer be utilized in determining the Base Rate.
(v) Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, at such times, such index shall be deemed to be zero for purposes of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Ugi Utilities Inc)
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i) or (ii).
(b) If, with respect to any Eurocurrency Eurodollar Rate Advances, the Required Majority Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the Eurocurrency London interbank 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 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 Majority Lenders of making, funding or maintaining their respective Eurocurrency Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Company and the Lenders, whereupon (iA) each Eurocurrency Rate Advance will automaticallythe Company will, on the last day of the then existing Interest Period therefor, either (Ax) if prepay such Eurocurrency Rate Advances are denominated in US Dollars, or (y) Convert such Advances into Prime Base Rate Advances and (B) 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, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency make Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Company and the Lenders that the circumstances causing such suspension no longer exist.
(c) If the Company, in requesting a Borrower Borrowing comprised of Eurodollar Rate Advances, shall fail to select the duration of any the Interest Period for any Eurocurrency such 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 such Borrower the Company and the Lenders and such Advances will (to the extent such Eurodollar Rate Advances remain outstanding on such day) 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 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 Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of 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 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 DefaultDefault under Section 6.01(a), (i) each Eurocurrency Eurodollar Rate Advance will (to the extent such Eurodollar Rate Advance remains outstanding on such day) 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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime a Base Rate Advances Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency make Eurodollar Rate Advances shall be suspended.
(e) If the Reuters Page is unavailable,
(i) the Administrative Agent shall forthwith notify the Company 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 (to the extent such Eurodollar Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, be prepaid by the Company or be automatically Converted into a Base Rate Advance, and
(iii) the obligation of the Lenders to make Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.
(f) If at any time the Administrative Agent determines in good faith, or the Company or the Majority Lenders notify the Administrative Agent (with, in the case of the Majority Lenders, a copy to the Company) that the Company or the Majority Lenders (as applicable) have determined in good faith, that (i) adequate and reasonable means do not exist for determining the Eurodollar Rate and such circumstances are unlikely to be temporary, (ii) the administrator of the Eurodollar Rate or a governmental authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Eurodollar Rate shall no longer be used for determining interest rates for loans (such specific date, the “Scheduled Unavailability Date”) or (iii) a new benchmark interest rate to replace LIBOR has become broadly accepted by the syndicated loan market in the United States, then the Administrative Agent and the Company may amend this Agreement 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 together with any proposed LIBOR Successor Rate Conforming Changes, and, notwithstanding any provision of this Agreement or any other Loan Document to the contrary, any such amendment shall become effective at 5:00 P.M. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders unless, prior to such time, Lenders comprising the Majority Lenders have delivered to the Administrative Agent notice that such Majority Lenders do not accept such amendment; 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. If no such alternate rate of interest has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, 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 each such Advance will (to the extent such Eurodollar Rate Advance remains outstanding on such day) automatically, on the last day of the then existing Interest Period therefor, if such Eurodollar Rate Advance is denominated in Dollars, be prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance. Upon receipt of such notice, the Company 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 comprised of Base Rate Advances in the amount specified therein.
Appears in 1 contract
Samples: Delayed Draw Term Loan Agreement (Honeywell International Inc)
Interest Rate Determination. (a) The Administrative Reference Bank agrees to furnish to the Agent timely information for the purpose of determining each Eurodollar Rate. The Agent shall give prompt notice to the Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.06(a)(i) or (ii), and the rate, if any, furnished by the Reference Bank for the purpose of determining the interest rate under Section 2.06(a)(ii).
(b) If, with respect to any Eurocurrency Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurocurrency 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 Eurocurrency Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 AdvancesAdvance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Reimbursement Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If a the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency 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 such the Borrower and the Lenders and such Eurodollar Rate 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 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 Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency 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 (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into 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 Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 Advance and (ii) the obligation of the Lenders to make, or to Convert Reimbursement Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended.
(f) If the Service is not available or a rate does not timely appear on the Service and the Reference Bank does 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 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 Reimbursement 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: Letter of Credit and Reimbursement Agreement (Dte Energy Co)
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.07(a)(i) or (ii).
(b) If, with respect to any Eurocurrency Eurodollar Rate AdvancesRevolving Loans, Lenders owed at least 50% of the Required Lenders then aggregate principal amount of such outstanding Eurodollar Rate Revolving Loans thereof notify the Administrative Agent that the Eurocurrency Eurodollar Rate for any Interest Period for such Advances Revolving Loans will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurocurrency Eurodollar Rate Advances Revolving Loans for such Interest PeriodPeriod (a “Market Disruption Event”), the Administrative Agent shall forthwith so notify the Borrowers Company and the Lenders, whereupon (i) each Eurocurrency Eurodollar Rate Advance Revolving Loan 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 a Base Rate Advances and (B) 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 AdvancesRevolving Loan, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances Loans into, Eurocurrency Eurodollar Rate Advances Revolving Loans shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the such Lenders that the circumstances causing such suspension no longer exist. During any period in which a Market Disruption Event is in effect, Borrower may request that the Agent confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided, that, (A) Borrower shall not be permitted to submit any such request more than once in any 30 day period and (B) nothing contained in this Section 2.08 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.08. If the Agent has not confirmed after request of such report from the Borrower that a Market Disruption Event has occurred, then such Market Disruption Event shall be deemed to be no longer existing.
(c) If a Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Eurodollar Rate Advances Revolving Loans in accordance with the provisions contained in the definition of "“Interest Period" ” in Section 1.01, the Administrative Agent will forthwith so notify such Borrower and the Lenders and such Advances Revolving Loans 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 Prime Base 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 AdvancesRevolving Loans.
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency Eurodollar Rate Advances Revolving Loans comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances Revolving Loans shall automatically (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into Prime Base 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 AdvancesRevolving Loans.
(e) Upon the occurrence and during the continuance of any Event of DefaultDefault under Section 6.01(a) or any Borrowing Base Deficiency, (i) each Eurocurrency Eurodollar Rate Advance Revolving Loan 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 a Base Rate Advances and (B) 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 Revolving Loan and (ii) the obligation of the Lenders to make, or to Convert Advances Revolving Loans into, Eurocurrency Eurodollar Rate Advances Revolving Loans shall be suspended.
(f) Intentionally Deleted.
Appears in 1 contract
Samples: Credit Agreement (Eastman Kodak Co)
Interest Rate Determination. (a) In the event that the Eurodollar Rate is to be determined in accordance with clause (a)(iii) of the definition thereof, each Reference Bank shall, upon request by the Agent, furnish to the Agent timely information for the purpose of determining such Eurodollar Rate. In such case, if any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Bank. The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.06(a)(i) or (ii), and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.06(a)(ii).
(b) If, with respect to any Eurocurrency Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurocurrency 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 Eurocurrency Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 AdvancesAdvance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If a the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency 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 such the 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 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 Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency 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 (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into 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 Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended.
(f) If no Reference Bank shall timely furnish information to the Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances (in the event that clause (a)(iii) of the definition of Eurodollar Rate shall apply):
(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, 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 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 Borrowers Borrower and the Lenders each Lender of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.07(a)(i) or (ii).
(b) If, with respect prior to any Eurocurrency Rate Advances, the Required Lenders notify the Administrative Agent that the Eurocurrency Rate for end of any Interest Period for such Advances will not adequately reflect any Borrowing of Eurodollar Rate Loans, the cost Borrower shall fail to such Required Lenders give notice of making, funding or maintaining their respective Eurocurrency Rate Advances 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 Administrative Agent shall will forthwith so notify the Borrowers Borrower and the Lenders, whereupon (i) each Eurocurrency Lenders and such Eurodollar Rate Advance Loans 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 Base Rate Advances and (B) 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, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer existLoans.
(c) If a Borrower shall fail to select the duration of any Interest Period for any 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 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 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 Eurocurrency Eurodollar 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 (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into Prime Base 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 AdvancesLoans.
(ed) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Eurodollar Rate Advance Loan 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 a Base Rate Advances and (B) 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 Loan and (ii) the obligation of the Lenders to make, or to Convert Advances Loans into, Eurocurrency Eurodollar Rate Advances Loans shall be suspended.
(e) If the Agent is unable to determine the Eurodollar Rate for any Eurodollar Rate Loans in accordance with the procedures set forth in the definition of Eurodollar Rate,
(i) the Agent shall forthwith notify the Borrower and the Lenders that the Eurodollar Rate cannot be determined, and
(ii) so long as such circumstance continues, (x) the Eurodollar Rate component of the Base Rate definition shall be disregarded, (y) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Loan and (z) the obligation of the Lenders to make Eurodollar Rate Loans or to Convert Loans into Eurodollar Rate Loans shall be suspended.
Appears in 1 contract
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i) or (ii).
(b) If, with respect to any Eurocurrency Rate Advances, the Required Lenders notify the Administrative Agent that 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 Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers and the Lenders, whereupon (i) each 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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and converted into Prime Rate Advances, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency 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.
(c) If a Borrower shall fail to select the duration of any Interest Period for any 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 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 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 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 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, (i) each 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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.
Appears in 1 contract
Samples: Credit Agreement (Paxar Corp)
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(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 Eurocurrency Eurodollar Rate Advances, (i) the Required Lenders notify the Administrative Agent that the Eurocurrency 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 Eurocurrency 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 Borrowers Borrower and the Lenders, whereupon (iA) each Eurocurrency Eurodollar 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 a Base Rate Advances Advance, and (B) 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, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If a the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency 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 such the 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 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 Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency 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 (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into 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 Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency 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 Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.07(a)(i) or (ii), and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.07(a)(ii).
(b) If, with respect to any Eurocurrency Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the Eurocurrency 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 Eurocurrency Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon (iA) each Eurocurrency Rate Advance will automaticallythe Borrower will, on the last day of the then existing Interest Period therefor, either (Ax) if prepay such Eurocurrency Rate Advances are denominated in US Dollars, or (y) Convert such Advances into Prime Base Rate Advances and (B) 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, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If a the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency 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 such the Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, (i) if such Eurocurrency be continued as Eurodollar Rate Advances are denominated in US Dollars, Convert into Prime Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Primary Currency, be exchanged for having an Equivalent amount interest period of US Dollars and Converted into Prime Rate Advancesone month.
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency 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 (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into 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 Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Eurodollar 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 Primary Currency, therefor be exchanged for an Equivalent amount of US Dollars and Converted into Prime Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended.
(f) If Moneyline Telerate Service Page 3750 is unavailable and fewer than two Reference Banks 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) each such Advance will automatically, on the last day of the then existing Interest Period therefor, be prepaid by the Borrower or be automatically 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 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 to the Borrowers Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.07(a)(i) or (ii).
(b) If, with respect to any Eurocurrency Rate Advances, the Agent determines, or the Required Lenders notify the Administrative Agent Agent, that the 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 Eurocurrency Rate Advances for such Interest Period, (2) Dollar deposits are not being offered to banks in the Administrative 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 Borrowers Company and the Lenders, whereupon (i) each Eurocurrency Rate Advance will automaticallythe Company will, on the last day of the then existing Interest Period therefor, either (Ax) if prepay such Eurocurrency Advances or (y) Convert such Advances into Base Rate Advances are denominated in US Dollars, Convert into Prime Rate Advances and (B) 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, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Company and the Lenders that the circumstances causing such suspension no longer exist, in each case, subject to Section 9.04(c).
(c) If a Borrower the Company shall fail to select the duration of any Interest Period for any 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 such Borrower the Company 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 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 Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of 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 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[Reserved].
(e) Upon the occurrence and during the continuance of any Event of Default, (i) each 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 Primary Currencytherefore, be exchanged for an Equivalent amount of US Dollars and Converted into Prime Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.
(f) If the LIBOR Screen Rate is unavailable,
(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) Convert into 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.
(g) If the Company and the Agent reasonably determine (which determination shall be conclusive absent manifest error) that (i) an interest rate is not ascertainable pursuant to the provisions of the definition of Eurocurrency Rate and the inability to ascertain such rate is unlikely to be temporary or (ii) the circumstances set forth in clause (i) above have not arisen but the supervisor for the administrator of the Eurocurrency Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which the Eurocurrency Rate shall no longer be used for determining interest rates for loans, then the Eurocurrency Rate shall be an alternate rate of interest established by the Agent and the Company that gives due consideration to the prevailing market convention for determining a rate of interest for syndicated loans of this type in the United States at such time (any such rate, the “Successor Benchmark Rate”), and the Agent and the Company may 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 and, notwithstanding anything to the contrary in Section 9.01, 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 without any further action or consent of any other party to this Agreement 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; provided, that if a Successor Benchmark Rate has not been established pursuant to the foregoing, at the option of the Company, the Company and the Required Lenders may select a different Successor Benchmark Rate that is reasonably commercially practicable for the Agent to administer (as determined by the Agent in its sole discretion) and, upon not less than 15 Business Days’ prior written notice to the Agent, the Agent, such Required Lenders and the Company may 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 and notwithstanding anything to the contrary in Section 9.01, such amendment shall become effective without any further action or consent of any other party to this Agreement; provided, further, that until such Successor Benchmark Rate has been determined pursuant to this paragraph, (i) any request for Borrowing, the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Rate Advance shall be ineffective and (ii) all outstanding Borrowings shall be converted to Base Rate Advances. Notwithstanding anything herein to the contrary, any Successor Benchmark Rate shall provide that if such rate is less than zero, such rate shall be zero for all purposes of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (International Flavors & Fragrances Inc)
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.06(a)(i) or (iiSection 2.06(a)(ii).
(b) If, with respect to any 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 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 Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon (iA) each Eurocurrency Rate Advance will automaticallythe Borrower will, on the last day of the then existing Interest Period therefor, either, (Aw) if prepay such Eurocurrency Rate Advances are denominated in US Dollars, or (x) Convert such Advances into Prime Base Rate Advances and (B) 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, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended suspended, until (in the case of the foregoing clause (i)) a LIBOR Successor Rate is implemented in accordance with clause (e) below or (in the case of the foregoing clauses (i) or (ii)) the Administrative Agent shall notify the Borrowers Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If a the Borrower shall fail to select the duration of any Interest Period for any 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 such the Borrower and the Lenders and such Eurocurrency Rate 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 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 Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of 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 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, (i) each 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 Primary Currency, therefor be exchanged for an Equivalent amount of US Dollars and Converted into Prime a Base Rate Advances Advance (unless the Required Lenders otherwise consent) and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.
(e) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be made by notice to the Borrower and conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative 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;
(ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative 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 being executed in the U.S. at the time, or that include language similar to that contained in this Section, are generally 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 Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative 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), 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, and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have (with the consent of the Borrower) 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 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 Administrative Agent will promptly notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Advance shall be suspended (to the extent of the affected Eurocurrency Rate Advance or Interest Periods), and (y) the Eurocurrency 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 Eurocurrency Rate Advances (to the extent of the affected Eurocurrency Rate Advances or Interest Periods) or, failing that, will be deemed to have Converted such request into a request for 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 LIBOR Successor Rate be less than zero for purposes of this Agreement.
Appears in 1 contract
Interest Rate Determination. (a) To the extent required, each Reference Bank agrees to furnish to the Administrative Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Administrative Agent for the purpose of determining such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks.
(b) The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.06(a)(i) or (iia)(ii), and, if applicable, the rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(a)(ii).
(bc) If fewer than two Reference Banks furnish timely information to the Administrative Agent for purposes of determining the Eurocurrency Rate for any Eurocurrency Rate Advances, (i) the Administrative Agent shall forthwith notify the Borrower 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, 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, or to Convert Advances into, 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.
(d) If, with respect to any Eurocurrency Rate Advances, the Required Majority Lenders notify the Administrative 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 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 Majority Lenders (which cost each such Majority Lender reasonably determines in good faith is material) of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon (i) each whereupon, unless the Eurocurrency Rate Advance will automatically, on Margin shall be increased to reflect such costs as determined by such Majority Lenders and as agreed by the last day of the then existing Interest Period thereforBorrower, (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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and converted into Prime Rate Advances, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Lenders that the circumstances causing such suspension no longer exist, and (B) the Borrower 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 Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances or (y) redenominate such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances. The Administrative Agent shall use reasonable efforts to determine from time to time whether the circumstances causing such suspension no longer exist and, promptly after the Administrative Agent knows that the circumstances causing such suspension no longer exist, the Administrative Agent shall so notify the Borrower and the Lenders.
(ce) If a the Borrower shall fail to select the duration of any Interest Period for any 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 such the 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 be Converted into Prime Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Primary Committed Currency, be exchanged for redenominated into an Equivalent amount of US Dollars and be Converted into Prime Base Rate Advances.
(df) On the date on which the aggregate unpaid principal amount of Eurocurrency 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 automatically (i) if such Eurocurrency Rate Advances are denominated in US Dollars, shall automatically Convert into Prime Base Rate Advances and, on and (ii) after such date, the right of the Borrower to Convert such Advances into Eurocurrency Rate Advances shall terminate; provided, however, that if and so long as each such Eurocurrency Rate Advance shall have the same Interest Period as Eurocurrency Rate Advances comprising another Borrowing or Borrowings, and the aggregate unpaid principal amount of all such Eurocurrency Rate Advances are denominated in a Primary Currencyshall equal or exceed $20,000,000, be exchanged for an Equivalent amount of US Dollars and Converted into Prime the Borrower shall have the right to continue all such Eurocurrency Rate AdvancesAdvances as, or to Convert all such Advances into, Eurocurrency Rate Advances having such Interest Period.
(eg) Upon the occurrence and during the continuance of any Event of DefaultDefault under Section 6.01(a), (i) each 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 be Converted into Prime Base Rate Advances and (B) if such Eurocurrency Rate Advances are denominated in a Primary any Committed Currency, be exchanged for redenominated into an Equivalent amount of US Dollars and be Converted into Prime Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.
Appears in 1 contract
Samples: Credit Agreement (Walt Disney Co/)
Interest Rate Determination. (a) If any one or more of the Reference Banks shall not furnish timely information to the Agent for the purpose of determining each Eurocurrency Rate, the Agent shall determine such Eurocurrency Rate on the basis of timely information furnished by the remaining Reference Banks. The Administrative Agent shall give prompt notice to the Borrowers Borrower and each of the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.06(a)(i) or (ii2.06(a)(ii)., and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.06(a)(ii) ..
(b) If, with respect to any Eurocurrency Rate Advances, the Required Lenders in good faith notify the Administrative Agent that the Eurocurrency Rate for any Interest Period for such Eurocurrency Rate Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and each of the Lenders, whereupon (ii)(A) each 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, Dollars will automatically Convert into Prime Base Rate Advances Advances, and (B) if such each Eurocurrency Rate Advances are Advance denominated in a Primary Currency, Euros will automatically be exchanged for an Equivalent amount of US Dollars and converted Convert into Prime Base Rate Advances, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Base Rate Advances into, Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and each of the Lenders that the circumstances causing such suspension no longer exist.
(c) If a the Borrower shall fail to select the duration of any Interest Period for any 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 such the Borrower and each of the Lenders and such Eurocurrency Rate Advances will automatically, on the last day of the then existing Interest Period therefor, (i) if such Convert into Eurocurrency Rate Advances are denominated in US Dollars, Convert into Prime Rate Advances the same Optional Currency and (ii) if such Eurocurrency Rate Advances are denominated in a Primary Currency, be exchanged for having an Equivalent amount Interest Period of US Dollars and Converted into Prime Rate Advancesone month.
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,00010,000,000, in respect of Eurocurrency Rate Advances denominated in Dollars, or (euro)10,000,000, in respect of Eurocurrency Rate Advances denominated in Euros, such Eurocurrency Rate Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into Prime Base Rate Advances Advances, and (ii) if such Eurocurrency Rate Advances are denominated in a Primary CurrencyEuros, be exchanged for an Equivalent amount of US Dollars and Converted Convert into Prime Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Rate Advance will, upon the written request of the Agent (at the request of the Required Lenders), on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance, and (B) if such Eurocurrency Rate Advance is denominated in Euros, 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 Base Rate Advances into, Eurocurrency Rate Advances shall be suspended.
(f) If either, with respect to Eurocurrency Rate Advances denominated in Dollars, the Moneyline Telerate Markets Page 3750, or, with respect to Eurocurrency Rate Advances denominated in Euros, the Page 248 of the Moneyline Telerate Service, is unavailable and, in each such case, fewer than two Reference Banks furnish timely information to the Agent for determining the applicable Eurocurrency Rate,
(i) the Agent shall forthwith notify the Borrower and each of the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances,
(ii) each such Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are Advance is denominated in US Dollars, Convert into Prime a Base Rate Advances Advance, and (B) if such Eurocurrency Rate Advances are Advance is denominated in a Primary CurrencyEuros, be prepaid by the Borrower or be automatically exchanged for an Equivalent amount of US Dollars and be Converted into Prime a Base Rate Advances and Advance (iior if such Revolving Credit Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and
(iii) the obligation of the Lenders to make, make Eurocurrency Rate Advances or to Convert Base Rate Advances into, into Eurocurrency Rate Advances shall be suspendedsuspended until the Agent shall notify the Borrower and each of 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 to the Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i) or (ii).
(b) If, with respect to any Eurocurrency Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurocurrency 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 Eurocurrency Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 AdvancesAdvance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Base Rate Advances into, Eurocurrency into Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If a the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency 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 such the 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 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 Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency Eurodollar Rate Advances comprising any Borrowing Eurodollar Tranche 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 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 Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency into Eurodollar Rate Advances shall be suspended.
(f) If on any date on which a Eurodollar Rate would otherwise be determined, the Agent shall have determined that: (i) adequate and reasonable means do not exist for ascertaining such Eurodollar Rate, or (ii) a contingency has occurred which materially and adversely affects the London interbank eurodollar market relating to the Eurodollar Rate,
(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 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 (Ugi Utilities Inc)
Interest Rate Determination. (ai) The Administrative Each Reference Bank agrees to --------------------------- furnish to the Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall give prompt notice to the Borrowers and the Lenders of the applicable determine such interest rate determined on the basis of timely information furnished by the Administrative Agent for purposes of Section 2.08(a)(i) or (ii)remaining Reference Banks.
(bii) If, with respect In the event that the interest rate applicable to any Eurocurrency Rate AdvancesAdvance is to be determined in accordance with clause (b) of the definition of "Eurocurrency Rate", if fewer than two Reference Banks furnish timely information to the Required Lenders notify the Administrative Agent that for determining 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 Eurocurrency Rate Advances for such Interest Period, Advances,
(A) the Administrative Agent shall forthwith so notify the Borrowers Borrower requesting such Advances and the Lenders, whereupon (i) each Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances,
(B) with respect to Eurocurrency Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, be automatically Converted into a Base Rate Advance, and
(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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and converted into Prime Rate Advances, and (iiC) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, into Eurocurrency 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.
(cD) If If, with respect to any Eurocurrency Rate Advances, the Required Lenders notify the Agent that (i) they are unable to obtain matching deposits on the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrower shall fail Borrowing in sufficient amounts to select fund their respective Advances as a part of such Borrowing during its Interest Period, or (ii) the duration of Eurocurrency Rate for any Interest Period for any Advance will not adequately reflect the cost to such Required Lenders of funding or maintaining their respective Eurocurrency Rate Advances in accordance with the provisions contained in the definition of "for such Interest Period" in Section 1.01, the Administrative Agent will shall forthwith so notify such Borrower the Borrowers and the Lenders and such Advances will automaticallyLenders, whereupon (1) the Borrower will, on the last day of the then existing Interest Period therefor, (i) if Convert such Eurocurrency Rate Advances are denominated in US Dollars, Convert into Prime Base 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 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 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, (i) each 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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime Rate Advances and (ii2) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspendedsuspended until the Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist. Each Lender shall certify its cost of funds for each Interest Period to the Agent and the Borrowers as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period).
Appears in 1 contract
Samples: Credit Agreement (C Quential Inc)
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.07(a)(i) or (ii).
(b) If, with respect to any Eurocurrency Eurodollar Rate Advances, the Required Lenders reasonably determine and notify the Administrative Agent that the Eurocurrency 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 Eurocurrency Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers and the Lenders, whereupon (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 AdvancesAdvance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Eurodollar 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. Each Lender that provides a notice as described in this Section 2.08(b) agrees to provide to the Borrowers a certificate in reasonable detail summarizing the basis for such notice.
(c) If a Borrower the Borrowers shall fail to select the duration of any Interest Period for any Eurocurrency 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 such Borrower the Borrowers 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 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 Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency 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 (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into 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 Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended.
(f) If Moneyline Telerate Markets Page 3750 is unavailable and Citibank is unable to furnish timely information to the Agent for determining the Eurodollar Rate or LIBO Rate for any Eurodollar Rate Advances or LIBO Rate Advances, as the case may be,
(i) the Agent shall forthwith notify the Borrowers and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances or LIBO Rate Advances, as the case may be,
(ii) with respect to Eurodollar Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, be prepaid by the Borrowers or be automatically 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 Eurodollar Rate Advances or LIBO Rate Advances or to Convert Revolving Credit Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist.
Appears in 1 contract
Samples: Credit Agreement (Scholastic Corp)
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.06(a)(i) or (ii).
(b) If, with respect to any Eurocurrency Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurocurrency 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 Eurocurrency Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon whereupon,
(i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 AdvancesAdvance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If a the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency 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 such the Borrower and the Lenders and such Revolving 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 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 Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Revolving Advances shall automatically (i) if such Eurocurrency Convert into Base Rate Advances are denominated in US Dollars, Convert into Prime Rate Advances and (ii) if at the end of the applicable Interest Period for such Eurocurrency Rate Advances are denominated in a Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime Rate Revolving Advances.
(e) Upon the occurrence and during the continuance of any Event of Default, (i) each 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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.
Appears in 1 contract
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Company and the Appropriate Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.07(a)(i) or (ii).
(b) IfSubject to Section 2.21, if, with respect to any Eurocurrency Rate AdvancesBorrowing under any Facility, the Required Lenders owed at least 51% of the aggregate principal amount thereof notify the Administrative 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 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 Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Company and the Appropriate Lenders, whereupon (iA) each the Borrower of such Eurocurrency Rate Advance will automaticallyAdvances will, on the last day of the then existing Interest Period therefor, (A1) if such Eurocurrency Rate Advances are denominated in US Dollars, either (x) prepay such Advances or (y) Convert such Advances into Prime Base Rate Advances and (B2) if such Eurocurrency Rate Advances are denominated in a Primary any Committed Currency, be exchanged for either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of US Dollars and converted Convert such Advances into Prime Base Rate Advances, Advances and (iiB) the obligation of the Appropriate Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Company and the Lenders that the circumstances causing such suspension no longer exist.
(c) If a any Borrower shall fail to select the duration of any Interest Period for any 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 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 US Dollars, Convert into Prime Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Primary Committed Currency, be exchanged for an Equivalent amount of US Dollars and Converted Convert into Prime Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of 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 US Dollars, Convert into Prime Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Primary Committed Currency, be exchanged for an Equivalent amount of US Dollars and Converted Convert into Prime Base Rate Advances.. Jabil Credit Agreement33 38
(e) Upon the occurrence and during the continuance of any Event of Default, (i) each 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 be Converted into Prime Base Rate Advances and (B) if such Eurocurrency Rate Advances are denominated in a Primary any Committed Currency, be exchanged for an Equivalent amount of US Dollars and be Converted into Prime Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, 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 Administrative Agent shall give prompt notice to the Borrowers Company and the Appropriate Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.07(a)(i) or (ii).
(b) IfSubject to Section 2.21, if, with respect to any Eurocurrency Rate AdvancesBorrowing under any Facility, the Required Lenders owed at least 51% of the aggregate principal amount thereof notify the Administrative 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 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 Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Company and the Appropriate Lenders, whereupon (iA) each the Borrower of such Eurocurrency Rate Advance will automaticallyAdvances will, on the last day of the then existing Interest Period therefor, (A1) if such Eurocurrency Rate Advances are denominated in US Dollars, either (x) prepay such Advances or (y) Convert such Advances into Prime Base Rate Advances and (B2) if such Eurocurrency Rate Advances are denominated in a Primary any Committed Currency, be exchanged for either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of US Dollars and converted Convert such Advances into Prime Base Rate Advances, Advances and (iiB) the obligation of the Appropriate Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Company and the Lenders that the circumstances causing such suspension no longer exist.
(c) If a any Borrower shall fail to select the duration of any Interest Period for any 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 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 US Dollars, Convert into Prime Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Primary Committed Currency, be exchanged for an Equivalent amount of US Dollars and Converted Convert into Prime Base Rate Advances.. Jabil Credit Agreement 26
(d) On the date on which the aggregate unpaid principal amount of 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 US Dollars, Convert into Prime Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Primary Committed Currency, be exchanged for an Equivalent amount of US Dollars and Converted Convert into Prime Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default, (i) each 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 be Converted into Prime Base Rate Advances and (B) if such Eurocurrency Rate Advances are denominated in a Primary any Committed Currency, be exchanged for an Equivalent amount of US Dollars and be Converted into Prime Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, 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 Administrative Agent shall give prompt notice to the Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.06(a)(i) or (ii).
(b) If, with respect to any Eurocurrency Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurocurrency 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 Eurocurrency Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 AdvancesAdvance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If a the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Eurodollar Rate Advances in accordance with the provisions contained in the definition of "“Interest Period" ” in Section 1.01, the Administrative Agent Borrower will forthwith so notify such Borrower and the Lenders and such Advances will automatically, on the last day of the then existing be deemed to have requested an Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into 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 Advancesone month.
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency 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 (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into 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 Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of DefaultDefault under Sections 6.01(a) and (e), (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended.
(f) If Reuters Screen LIBOR01 Page is unavailable and Citibank does 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, 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 (Yahoo Inc)
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i) or (ii).
(b) If, with respect to any Eurocurrency Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the Eurocurrency 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 Eurocurrency Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon (iA) each Eurocurrency Rate Advance will automaticallythe Borrower will, on the last day of the then existing Interest Period therefor, either (Ax) if prepay such Eurocurrency Rate Advances are denominated in US Dollars, or (y) Convert such Advances into Prime Base Rate Advances and (B) 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, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If a the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency 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 such the 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 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 Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency 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 (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into 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 Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Eurodollar 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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime Base Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency 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 Administrative Agent shall give prompt notice to the Borrowers Parent Borrower, the applicable Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.08(a) or (iib).
(i) If the Majority Lenders determine that for any reason in connection with any request for a Contract Period Loan or a conversion to or continuation thereof that (a) as regards Eurocurrency Rate Loans, deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Advance, (b) Ifas regards BA Rate Advances, bankers’ acceptances are not being offered to banks in the Canadian interbank market for the applicable amount and Interest Period of such BA Rate Advance, (c) adequate and reasonable means do not exist for determining the Eurocurrency Base Rate or BA Rate for any requested Interest Period with respect to any a proposed Eurocurrency Rate AdvancesAdvance or BA Rate Advance, the Required Lenders notify the Administrative Agent that respectively (whether denominated in Dollars or an Alternative Currency), or (d) the Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Advance or the BA Rate for such Advances will any requested Interest Period with respect to a proposed BA Rate Advance does not adequately and fairly reflect the cost to such Required Lenders of makingfunding such Eurocurrency Rate Advance or BA Rate Advance, funding the Agent will promptly so notify the Parent Borrower, each applicable Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintaining their respective maintain Eurocurrency Rate Advances in the affected currency or currencies or BA Rate Advances, as applicable shall be suspended until the Agent (upon the instruction of the Majority Lenders) revokes such notice and all outstanding Eurocurrency Rate Advances shall automatically be converted to Base Rate Advances or as regards Canadian Borrowers, Canadian Base Rate Advances. Upon receipt of such notice, any Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Contract Rate Loans in the affected currency or currencies or, failing that, will be deemed to have converted such request into a request for a Borrowing of applicable Index Rate Loans in the amount specified therein.
(ii) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Agent determines (which determination shall be conclusive absent manifest error), or the Parent Borrower or Majority Lenders notify the Agent (with, in the case of the Majority Lenders, a copy to the Parent Borrower) that the Parent Borrower or Majority Lenders (as applicable) have determined, that:
(A) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the Administrative LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or
(B) 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; 110 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
(C) 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 LIBOR, then, reasonably promptly after such determination by the Agent or receipt by the Agent of such notice, as applicable, the Agent and Parent Borrower may amend this Agreement to replace LIBOR 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 U.S. 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 U.S. 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 forthwith have posted such proposed amendment to all Lenders and Parent Borrower unless, prior to such time, Lenders comprising the Majority Lenders have delivered to the Agent written notice that such Majority 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 Majority 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 (A) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Agent will promptly so notify the Borrowers Parent Borrower and the Lenders, whereupon (i) each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period thereforLender. Thereafter, (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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and converted into Prime Rate Advances, and (iix) the obligation of the Lenders to make, make or to Convert Revolving Credit Advances into, maintain Eurocurrency 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.
(c) If a Borrower shall fail to select the duration of any Interest Period for any all outstanding Eurocurrency Rate Advances in accordance with shall automatically be converted to Base Rate Advances or as regards Canadian Borrowers, Canadian Base Rate Advances, (to the provisions contained in the definition of "Interest Period" in Section 1.01, the Administrative Agent will forthwith so notify such Borrower and the Lenders and such Advances will automatically, on the last day extent of the then existing Interest Period therefor, (i) if such affected Eurocurrency Rate Advances are denominated in US Dollarsor Interest Periods), Convert into Prime Rate Advances and (iiy) if such the Eurocurrency Rate Advances are denominated component shall no longer be utilized in determining the Base Rate or the Canadian Base Rate. Upon receipt of such notice, the Borrowers may revoke any pending request for a Primary CurrencyBorrowing of, 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 conversion to or continuation of 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 the extent of the affected Eurocurrency Rate Advances are denominated in US Dollarsor Interest Periods) or, Convert failing that, will be deemed to have converted such request into Prime a 111 request for a Committed Borrowing of Base Rate Advances and (ii) if such Eurocurrency or as regards Canadian Borrowers, Canadian Base Rate Advances are denominated (subject, in each case, 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 0.75% for purposes of this Agreement. In connection with the implementation of a Primary CurrencyLIBOR Successor Rate, be exchanged for an Equivalent amount of US Dollars and Converted into Prime the Agent will have the right to make LIBOR Successor Rate Advances.
(e) Upon Conforming Changes from time to time and, notwithstanding anything to the occurrence and during the continuance contrary herein or in any other Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any Event of Default, (i) each Eurocurrency Rate Advance will automatically, on other party to this Agreement; provided that the last day of the then existing Interest Period therefor, (A) if Agent shall post 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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime Rate Advances and (ii) the obligation of amendment to the Lenders (which may be posted to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.the Electronic System) reasonably promptly after the effectiveness thereof. As used above:
Appears in 1 contract
Samples: Revolving Credit Agreement (Gap Inc)
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.06(a)(i) or (ii).
(b) If, with respect to any Eurocurrency Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurocurrency 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 Eurocurrency Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 AdvancesAdvance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If a 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 Eurocurrency Eurodollar Rate Advances in accordance with Advance, then the provisions contained in the definition of "Interest Period" in Section 1.01, the Administrative Agent will forthwith so notify such 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, (i) if of one month for such Eurocurrency Eurodollar Rate Advances are denominated in US Dollars, Convert into 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 AdvancesAdvance.
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency 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 (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into 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 Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of DefaultDefault under Section 6.01(a), (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency 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 Administrative Agent shall give prompt notice to the Borrowers and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i) or (ii).
(b) If, with respect to any Eurocurrency Rate Advances, the Required Lenders notify the Administrative Agent that 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 Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers and the Lenders, whereupon (i) each 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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and converted into Prime Rate Advances, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency 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.
(c) If a Borrower shall fail to select the duration of any Interest Period for any 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 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 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 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 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, (i) each 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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.
Appears in 1 contract
Samples: Credit Agreement (Paxar Corp)
Interest Rate Determination. (a) In the event that the applicable page of the Dow Xxxxx Telerate Service from which the Eurodollar Rate is to be determined is unavailable, each Reference Bank agrees to furnish to the Agent timely information for the purpose of determining the Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Lenders Banks of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.06(a)(i) or (ii) and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.06(a)(ii).
(b) If fewer than two Reference Banks furnish timely information to the Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances, as provided in subsection (a) above,
(i) the Agent shall forthwith notify the Borrower 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 (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and
(iii) the obligation of the Banks to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist.
(c) If, with respect to any Eurocurrency Eurodollar Rate Advances, the Required Lenders Banks notify the Administrative Agent that the Eurocurrency Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders Banks of making, funding or maintaining their respective Eurocurrency Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the LendersBanks, whereupon (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 AdvancesAdvance, and (ii) the obligation of the Lenders Banks to make, or to Convert Revolving Credit Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Lenders Banks that the circumstances causing such suspension no longer exist.
(cd) If a the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency 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 such the Borrower and the Lenders Banks 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 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 Base Rate Advances.
(de) On the date on which the aggregate unpaid principal amount of Eurocurrency Eurodollar Rate Advances comprising any a Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $US$5,000,000, such Advances shall automatically (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into 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 Base Rate Advances.
(ef) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 Advance and (ii) the obligation of the Lenders to make, or Banks to Convert Advances into, Eurocurrency into Eurodollar Rate Advances shall be suspended.
Appears in 1 contract
Samples: Term Loan and Letter of Credit Agreement (Ogden Corp)
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.07(a)(i) or (ii).
(b) If, with respect to any Eurocurrency Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that (i) they are unable to obtain matching deposits in the Eurocurrency 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 Eurocurrency Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon (iA) each Eurocurrency Rate Advance will automaticallythe Borrower will, on the last day of the then existing Interest Period therefor, either (Ax) if prepay such Eurocurrency Rate Advances are denominated in US Dollars, or (y) Convert such Advances into Prime Base Rate Advances and (B) 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, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If a the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency 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 such the 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 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 Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency 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 (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into 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 Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of DefaultDefault under Section 6.01(a), (i) each Eurocurrency Eurodollar 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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime a Base Rate Advances Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended.
(f) 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 the Eurodollar Rate for such Eurodollar Rate Advance, 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, then, 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) 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 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, the Lenders comprising the Required Lenders have delivered to the Agent notice that such Required Lenders do not accept such amendment; provided that, if such LIBOR Successor Rate as so determined would be less than zero, such rate shall be deemed to be zero for the 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 Eurodollar Rate Borrowing, 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 in the amount specified therein.
Appears in 1 contract
Samples: Credit Agreement (Interpublic Group of Companies, Inc.)
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i) or (ii2.08(b).
(b) If, with respect to any Eurocurrency Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent at least one Business Day before the date of any proposed Eurodollar Rate Advance that the Eurocurrency 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 Eurocurrency Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers and the Lenders, whereupon (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 AdvancesAdvance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Base Rate Advances into, Eurocurrency into Eurodollar 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.
(c) If a any Borrower shall fail to select the duration of any Interest Period for any Eurocurrency 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 such Borrower and the Lenders and such Eurodollar Rate 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 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 Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency 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 (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into 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 Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default, at the option of the Agent or on the request of the Required Lenders (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency 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 Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.6(a)(i) or (ii).
(b) If, with respect to any Eurocurrency Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurocurrency 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 Eurocurrency Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 AdvancesAdvance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If a the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Eurodollar Rate Advances in accordance with the provisions contained in the definition of "“Interest Period" ” in Section 1.011.1, the Administrative Agent will forthwith so notify such the Borrower and the Lenders and such Revolving Credit 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 Prime Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in have a Primary Currency, be exchanged for an Equivalent amount subsequent Interest Period of US Dollars and Converted into Prime Rate Advancesone month.
(d) On the date on which the aggregate unpaid principal amount of 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 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, (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended.
Appears in 1 contract
Samples: Credit Agreement (Radioshack Corp)
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.06(a)(i) or (ii).
(b) If, with respect to any Eurocurrency Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurocurrency 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 Eurocurrency Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Borrower and the Lenders, whereupon (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 AdvancesAdvance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If a the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency 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 such the 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 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 Base Rate Advances.
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency 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 (i) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into 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 Base Rate Advances.
(e) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Eurodollar 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 a Base Rate Advances and (B) 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 Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency 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 (Celgene Corp /De/)
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i) or (ii).
(b) If, with respect to any Eurocurrency Rate Advances, the Required Lenders notify the Administrative Agent that 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 Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers and the Lenders, whereupon (i) each 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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and converted into Prime Rate Advances, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances or Term Advances into, Eurocurrency 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.
(c) If a Borrower shall fail to select the duration of any Interest Period for any 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 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 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.. 36 30
(d) On the date on which the aggregate unpaid principal amount of 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 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, (i) each 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 Primary Currency, be exchanged for an Equivalent amount of US Dollars and Converted into Prime Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.
Appears in 1 contract
Samples: Credit Agreement (Paxar Corp)
Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Borrowers Company and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a)(i2.07(a)(i) or (ii).
(b) If, with respect to any Eurocurrency Rate Advances, the Required Lenders notify the Administrative 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 Revolving Credit 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 Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers Company and the Lenders, whereupon (iA) each the Borrower of such Eurocurrency Rate Advance will automaticallyAdvances will, on the last day of the then existing Interest Period therefor, (A1) if such Eurocurrency Rate Advances are denominated in US Dollars, either (x) prepay such Advances or (y) Convert such Advances into Prime Base Rate Advances and (B2) if such Eurocurrency Rate Advances are denominated in a Primary any Committed Currency, be exchanged for an either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances in the Equivalent amount of US Dollars and converted into Prime Rate Advances, and (iiB) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers Company and the Lenders that the circumstances causing such suspension no longer exist.
(c) If a any Borrower shall fail to select the duration of any Interest Period for any 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 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 Prime Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Primary Committed Currency, be exchanged for an Converted into Base Rate Advances in the Equivalent amount of US Dollars and Converted into Prime Rate AdvancesDollars.
(d) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Revolving Credit 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) if such Eurocurrency Rate Advances are denominated in US Dollars, Convert into Prime Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Primary Committed Currency, be exchanged for an Convert into Base Rate Advances in the Equivalent amount of US Dollars and Converted into Prime Rate Advances.Dollars. Interpublic Credit Agreement
(e) Upon the occurrence and during the continuance of any Event of DefaultDefault under Section 6.01(a), (i) each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are Advance is denominated in US Dollars, Convert be Converted into Prime a Base Rate Advances Advance and (B) if such Eurocurrency Rate Advances are Advance is denominated in a Primary any Committed Currency, be exchanged for an Converted into a Base Rate Advance in the Equivalent amount of US Dollars and Converted into Prime Rate Advances and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.
(f) If Reuters LIBOR01 Page is unavailable and the substitute or successor pages or screens are also unavailable,
(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, be prepaid by the applicable Borrower or be automatically Converted 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 Converted into a Base Rate Advance in the Equivalent amount of Dollars, and
(iii) the obligation of the Lenders to make Eurocurrency Rate Advances or to Convert Base Rate 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 (Interpublic Group of Companies, Inc.)
