Interest Rate Determinations. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for the purpose of Section 2.07. (b) If ICE LIBOR is unavailable, then, subject to Section 2.12(b), (i) the Administrative Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Loans for such Interest Period, (ii) each 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 make or Continue, or to Convert Loans into, Eurodollar 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. (c) If, with respect to any Eurodollar Rate Loans, the Majority Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Loans will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon; (i) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Loan, and (ii) the obligation of the Lenders to make, Continue or Convert Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower and such Lenders that the circumstances causing such suspension no longer exist. (d) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar 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 Loans will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Loans. (e) Upon the occurrence and during the continuance of any Event of Default and upon notice from the Administrative Agent to the Borrower at the request of the Majority Lenders, (x) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Loan and (y) the obligation of the Lenders to make, Continue or Convert Eurodollar Rate Loans shall be suspended.
Appears in 2 contracts
Samples: 364 Day Term Loan Agreement (Becton Dickinson & Co), 364 Day Term Loan Agreement (Becton Dickinson & Co)
Interest Rate Determinations. (a) The Administrative Agent shall give prompt notice to the Borrower LiventArcadium and the Lenders of the applicable interest rate determined by the Administrative Agent for the purpose purposes of Section 2.072.06(a)(i), (ii) and (iii).
(bi) If ICE LIBOR is unavailable, then, subject Subject to Section 2.12(b),
2.16, if prior to 10:00 A.M. (New York City time) on any date on which an interest rate is to be determined pursuant to the definition of Adjusted Term SOFR, (i) the Administrative Agent shall forthwith have determined (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall promptly notify the Borrower Borrowers and each Lender of such circumstances. Upon notice thereof by the Lenders Administrative Agent to the Borrowers, any right of the Borrowers to select SOFR Loans for any requested Revolving Loan Borrowing or any subsequent Revolving Loan Borrowing shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 9.04(c). Subject to Section 2.16, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the interest rate “Adjusted Term SOFR” cannot be determined for such Eurodollar pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination. (c) (ii) If prior to 10:00 A.M. on any date on which an interest rate is to be determined pursuant to the definition of “EURIBOR”, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding on each Borrower) that adequate and reasonable means do not exist for determining EURIBOR for any requested Interest Period with respect to a proposed EURIBOR Loan, or (6) the Administrative Agent shall have received notice from the Required Lenders in respect of the relevant facility that EURIBOR for any requested Interest Period with respect to a proposed EURIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such EURIBOR Loan for such Interest Period,
, then the Administrative Agent shall promptly notify LiventArcadium and each Lender of such circumstances, whereupon the right of LiventArcadium to select EURIBOR Loans for any requested Borrowing (iior for the purposes of Section 2.12, any requested Conversion or Continuance) each Eurodollar Rate Loan will automaticallyor any subsequent Borrowing (or for the purposes of Section 2.12, any subsequent Conversion or Continuance) shall be suspended until the first date on which the last day circumstances causing such suspension cease to exist. If LiventArcadium shall not, in turn, before 11:00 A.M. on such date notify the Administrative Agent that a Notice of the then existing Interest Period therefor, Convert into Borrowing with respect to such XXXXXXX shall be converted to a Notice of Borrowing for a Base Rate Loan, and
(iii) the obligation such Notice of the Lenders to make or Continue, or to Convert Loans into, Eurodollar Rate Loans Borrowing shall be suspended until deemed to be canceled and of no force or effect, and no Borrower shall be liable to the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If, or any Lender with respect to any Eurodollar Rate Loans, the Majority Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such thereto except as set forth in Section 3.01(c). Any outstanding affected EURIBOR Loans will not adequately reflect the cost be deemed to such Majority Lenders of making, funding or maintaining their respective Eurodollar have been converted into Base Rate Loans for (in an amount that is then equal to the Dollar Equivalent of such EURIBOR Loans) at the end of the applicable Interest Period. In the event of such a suspension, the Administrative Agent shall forthwith so review the circumstances giving rise to such suspension at least weekly and shall notify the Borrower LiventArcadium and the LendersLenders promptly of the end of such suspension, whereupon;
(i) each Eurodollar Rate Loan will automaticallyand thereafter LiventArcadium shall be entitled, on the last day of terms and subject to the then existing Interest Period thereforconditions set forth herein, Convert into a Base Rate Loan, and
(ii) the obligation of the Lenders to make, Continue or Convert Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower and such Lenders that the circumstances causing such suspension no longer exist.
(d) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar 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 Loans will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate borrow EURIBOR Loans.
(e) Upon the occurrence and during the continuance of any Event of Default and upon notice from the Administrative Agent to the Borrower at the request of the Majority Lenders, (x) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Loan and (y) the obligation of the Lenders to make, Continue or Convert Eurodollar Rate Loans shall be suspended.
Appears in 2 contracts
Samples: Credit Agreement (Livent Corp.), Credit Agreement (Arcadium Lithium PLC)
Interest Rate Determinations. (a) Each Reference Bank agrees, upon the request of the Administrative Agent, to furnish to the Administrative Agent timely information for the purpose of determining each Eurodollar 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 any such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks (subject to the provisions set forth in the definition of “Eurodollar Rate” in Section 1.01 and to clause (c) below).
(b) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate rates determined by the Administrative Agent for the purpose purposes of Section 2.072.06.
(bc) If ICE LIBOR is unavailable(1) the relevant rates do not appear on Telerate Page 3750, then, subject (2) the relevant rates do not appear on Xxxxxx Page LIBO and (3) fewer than two Reference Banks furnish timely information to Section 2.12(b)the Administrative Agent for determining the Eurodollar Rate for any Interest Period for any Eurodollar Rate Advances,
(i) the Administrative Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Loans Advances for such Interest Period,
(ii) each Eurodollar Rate Loan Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate LoanAdvance, and
(iii) the obligation of the Lenders to make or Continue, or to Convert Loans Advances into, Eurodollar Rate Loans Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(cd) If, with respect to any Eurodollar Rate LoansAdvances, the Majority Lenders notify the Administrative Agent showing calculations in reasonable detail that the Eurodollar Rate for any Interest Period for such Loans Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Loans Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon;:
(i) each Eurodollar Rate Loan Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate LoanAdvance, and
(ii) the obligation of the Lenders to makemake or Continue, Continue or to Convert Advances into, Eurodollar Rate Loans Advances shall be suspended until the Administrative Agent shall notify the Borrower and such Lenders that the circumstances causing such suspension no longer exist.
(de) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Loans Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Loans the Borrower will automatically, on the last day of the then existing be deemed to have selected an Interest Period thereforfor such Eurodollar Rate Advances of one month.
(f) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Advances shall automatically Convert into Base Rate LoansAdvances.
(eg) Upon the occurrence and during the continuance of any Event of Default and upon notice from the Administrative Agent to the Borrower at the request of the Majority LendersDefault, (x) each Eurodollar Rate Loan Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Loan Advance and (y) the obligation of the Lenders to makemake or Continue, Continue or to Convert Advances into, Eurodollar Rate Loans Advances shall be suspended.
Appears in 1 contract
Interest Rate Determinations. (a) [Intentionally Deleted].
(b) The Administrative Agent shall give prompt notice to the U.S. Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for the purpose purposes of Section 2.072.08(a)(i), (ii) and (iii).
(bc) If ICE LIBOR prior to 10:00 A.M. (New York City time) on any date on which an interest rate is unavailableto be determined pursuant to the definition of “Eurocurrency Rate”, then, subject to Section 2.12(b),
(i) the Administrative Agent shall forthwith notify have determined (which determination shall be conclusive and binding on the Borrower U.S. Borrower) that adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan, or (ii) the Administrative Agent shall have received notice from the Required Lenders in respect of the relevant facility that the interest rate canEurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not be determined for adequately and fairly reflect the cost to such Eurodollar Lenders of funding such Eurocurrency Rate Loans Loan for such Interest Period,
, then the Administrative Agent shall promptly notify the U.S. Borrower and each Lender of such circumstances, whereupon the right of the Borrowers to select Eurocurrency Rate Loans for any requested Revolving Loan Borrowing or any subsequent Revolving Loan Borrowing shall be suspended until the first date on which the circumstances causing such suspension cease to exist. If the Borrowers shall not, in turn, before 11:00 A.M. (iiNew York City time) each Eurodollar on such date notify the Administrative Agent that a Notice of Revolving Loan Borrowing with respect to such Eurocurrency Rate shall be converted to a Notice of Revolving Loan Borrowing for a Eurocurrency Rate Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into in a different Currency or a Base Rate Loan, and
(iii) the obligation such Notice of the Lenders to make or Continue, or to Convert Loans into, Eurodollar Rate Loans Revolving Loan Borrowing shall be suspended until deemed to be canceled and of no force or effect, and the U.S. Borrower shall not be liable to the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If, or any Lender with respect to any Eurodollar Rate Loans, thereto except as set forth in Section 3.01(c). In the Majority Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for event of such Loans will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Loans for such Interest Perioda suspension, the Administrative Agent shall forthwith so review the circumstances giving rise to such suspension at least weekly and shall notify the U.S. Borrower and the LendersLenders promptly of the end of such suspension, whereupon;
(i) each Eurodollar Rate Loan will automaticallyand thereafter the Borrowers shall be entitled, on the last day of terms and subject to the then existing Interest Period thereforconditions set forth herein, Convert into a Base Rate Loan, and
(ii) the obligation of the Lenders to make, Continue or Convert Eurodollar borrow Eurocurrency Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower and Swing Loans in such Lenders that the circumstances causing such suspension no longer existCurrency.
(d) If Notwithstanding anything in this Agreement to the Borrower shall fail contrary, no Lender whose Termination Date falls prior to select the duration last day of any Interest Period for any Eurodollar Eurocurrency Rate Loans Loan (a “Relevant Lender”) shall participate in accordance with such Loan. Without limiting 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 Loans will automatically, on the last day generality of the then existing foregoing, no Relevant Lender shall (i) participate in a Borrowing of any Eurocurrency Rate Loan having an initial Interest Period thereforending after such Lender’s Termination Date, Convert into (ii) have any outstanding Eurocurrency Rate Loan continued for a subsequent Interest Period if such subsequent Interest Period would end after such Lender’s Termination Date or (iii) have any outstanding Base Rate Loans.
(e) Upon the occurrence and during the continuance of any Event of Default and upon notice from the Administrative Agent to the Borrower at the request of the Majority Lenders, (x) each Eurodollar Loan Converted into a Eurocurrency Rate Loan will automatically, on the last day of the then existing if such Eurocurrency Rate Loan would have an initial Interest Period therefor, Convert into ending after such Lender’s Termination Date. If any Relevant Lender has outstanding a Eurocurrency Rate Loan that cannot be continued for a subsequent Interest Period pursuant to clause (ii) above or has outstanding a Base Rate Loan and that cannot be Converted into a Eurocurrency Rate Loan pursuant to clause (yiii) the obligation of the Lenders to makeabove, Continue or Convert Eurodollar Rate Loans shall be suspended.such Lender’s
Appears in 1 contract
Samples: Credit Agreement (FMC Corp)
Interest Rate Determinations. (a) [Intentionally Deleted].
(b) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for the purpose purposes of Section 2.072.08(a)(i) and (ii).
(bc) If ICE LIBOR prior to 10:00 A.M. (New York City time) on any date on which an interest rate is unavailableto be determined pursuant to the definition of “Eurocurrency Rate”, then, subject to Section 2.12(b),
(i) the Administrative Agent shall forthwith have determined (which determination shall be conclusive and binding on the Borrower) that adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan, or (ii) the Administrative Agent shall have received notice from the Required Lenders in respect of the relevant facility that the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan for such Interest Period, then the Administrative Agent shall promptly notify the Borrower and each Lender of such circumstances, whereupon the Lenders that right of the interest rate cannot be determined for such Eurodollar Borrower to select Eurocurrency Rate Loans for any requested Borrowing shall be suspended until the first date on which the circumstances causing such Interest Period,
suspension cease to exist. If the Borrower shall not, in turn, before 11:00 A.M. (iiNew York City time) each Eurodollar on such date notify the Administrative Agent that a Notice of Borrowing with respect to such Eurocurrency Rate Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into shall be converted to a Base Rate Loan, and
(iii) the obligation such Notice of the Lenders to make or Continue, or to Convert Loans into, Eurodollar Rate Loans Borrowing shall be suspended until deemed to be canceled and of no force or effect, and the Borrower shall not be liable to the Administrative Agent or any Lender with respect thereto except as set forth in Section 3.01(c). In the event of such a suspension, the Administrative Agent shall review the circumstances giving rise to such suspension at least weekly and shall notify the Borrower and the Lenders that promptly of the circumstances causing end of such suspension no longer exist.
(c) Ifsuspension, with respect to any Eurodollar Rate Loans, the Majority Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Loans will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Loans for such Interest Period, the Administrative Agent shall forthwith so notify and thereafter the Borrower and the Lenders, whereupon;
(i) each Eurodollar Rate Loan will automaticallyshall be entitled, on the last day of terms and subject to the then existing Interest Period thereforconditions set forth herein, Convert into a Base Rate Loan, and
(ii) the obligation of the Lenders to make, Continue or Convert Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower and such Lenders that the circumstances causing such suspension no longer exist.
(d) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar 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 Loans will automatically, on the last day of the then existing Interest Period therefor, Convert into Base borrow Eurocurrency Rate Loans.
(e) Upon the occurrence and during the continuance of any Event of Default and upon notice from the Administrative Agent to the Borrower at the request of the Majority Lenders, (x) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Loan and (y) the obligation of the Lenders to make, Continue or Convert Eurodollar Rate Loans shall be suspended.
Appears in 1 contract
Samples: Term Loan Agreement (FMC Corp)
Interest Rate Determinations. (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.03(a), and the applicable rate, if any, displayed on the relevant Screen or furnished by the Reference Bank, as the case may be, for the purpose of determining the applicable interest rate under Section 2.072.03(a)(ii).
(b) If ICE prior to 10:00 A.M. (New York City time) on any date on which an interest rate is to be determined pursuant to (a) the proviso to the definition of clause (a) of "Eurocurrency Base Rate" relating to LIBOR is unavailableAdvances, deposits in the relevant Currency are not being offered by the Reference Bank to prime banks in the London interbank market for the applicable Interest Period or in the applicable amounts or (b) the proviso to the definition of clause (b) of "Eurocurrency Base Rate" relating to EURIBOR Advances, deposits in Euros are not being offered by the Reference Bank to prime banks in the European interbank market for the applicable Interest Period or in the applicable amounts, then, subject to Section 2.12(b),
(i) in each case, the Administrative Agent shall forthwith so notify the Borrower and of such circumstances, whereupon the Lenders that the interest rate cannot be determined for such Eurodollar Rate Loans for such Interest Period,
(ii) each Eurodollar Rate Loan will automatically, on the last day right of the then existing Interest Period therefor, Convert into a Base Borrower to select Eurocurrency Rate Loan, and
(iii) the obligation of the Lenders to make Advances in such Currency for any requested Advance or Continue, or to Convert Loans into, Eurodollar Rate Loans any subsequent Advance shall be suspended until the first date on which the circumstances causing such suspension cease to exist. If the Borrower shall not, in turn, before 1:00 P.M. (New York City time) on such date notify the Administrative Agent that its Notice of Borrowing with respect to such Eurocurrency Rate shall notify be converted to a Notice of Borrowing for a Eurocurrency Rate Advance in a different Currency or a Base Rate Advance, such Notice of Borrowing shall be deemed to be canceled and of no force or effect, and the Borrower and shall not be liable to the Lenders Administrative Agent or any Lender with respect thereto except as set forth in Section 2.02(c). In the event of such a suspension, upon the Administrative Agent's determination that the circumstances causing such suspension no longer exist.
(c) If, with respect to any Eurodollar Rate Loans, the Majority Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Loans will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon;
(i) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Loan, and
(ii) the obligation of the Lenders to make, Continue or Convert Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower Borrower, the Issuing Bank and such the Lenders that of the circumstances causing end of such suspension no longer exist.
(d) If and thereafter the Borrower shall fail to select the duration of any Interest Period for any Eurodollar 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 Loans will automaticallybe entitled, on the last day of the then existing Interest Period therefor, Convert into Base Rate Loans.
(e) Upon the occurrence terms and during the continuance of any Event of Default and upon notice from the Administrative Agent subject to the Borrower at the request of the Majority Lendersconditions set forth herein, (x) each Eurodollar to borrow Eurocurrency Rate Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Loan and (y) the obligation of the Lenders to make, Continue or Convert Eurodollar Rate Loans shall be suspendedAdvances in such Currency.
Appears in 1 contract
Interest Rate Determinations. (a) The Administrative Agent shall give prompt notice to the Borrower Livent and the Lenders of the applicable interest rate determined by the Administrative Agent for the purpose purposes of Section 2.072.06(a)(i) and (ii).
(b) If ICE LIBOR prior to 10:00 A.M. on any date on which an interest rate is unavailableto be determined pursuant to the definition of “Eurocurrency Rate”, then, subject to Section 2.12(b),
(i) the Administrative Agent shall forthwith notify have determined (which determination shall be conclusive and binding on each Borrower) that adequate and reasonable means do not exist for determining the Borrower and Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan, or (ii) the Administrative Agent shall have received notice from the Required Lenders in respect of the relevant facility that the interest rate canEurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not be determined for adequately and fairly reflect the cost to such Eurodollar Lenders of funding such Eurocurrency Rate Loans Loan for such Interest Period,
, then the Administrative Agent shall promptly notify Livent and each Lender of such circumstances, whereupon the right of Livent to select Eurocurrency Rate Loans for any requested Borrowing (iior for the purposes of Section 2.12, any requested Conversion or Continuance) each Eurodollar or any subsequent Borrowing (or for the purposes of Section 2.12, any subsequent Conversion or Continuance) shall be suspended until the first date on which the circumstances causing such suspension cease to exist. If Livent shall not, in turn, before 11:00 A.M. on such date notify the Administrative Agent that a Notice of Borrowing with respect to such Eurocurrency Rate shall be converted to a Notice of Borrowing for a Eurocurrency Rate Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into in a different Currency or a Base Rate Loan, andsuch Notice of Borrowing shall be deemed to be canceled and of no force or effect, and no Borrower shall be liable to the Administrative Agent or any Lender with respect thereto except as set forth in Section 3.01(c). In the event of such a suspension, the Administrative Agent shall review the circumstances giving rise to such suspension at least weekly and shall notify Livent and the Lenders promptly of the end of such suspension, and thereafter Livent shall be entitled, on the terms and subject to the conditions set forth herein, to borrow Eurocurrency Rate Loans in such Currency. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Required Lenders notify the Administrative Agent (with a copy to Livent) that the Required Lenders have determined, that:
(iiii) adequate and reasonable means do not exist for ascertaining the Screen Rate or Interpolated Rate for any requested Interest Period, including because the Eurocurrency 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 the Eurocurrency 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 Eurocurrency Rate 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 Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and Livent may amend this Agreement to replace the Eurocurrency Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that has been broadly accepted by the syndicated loan market in the United States in lieu of the then current Eurocurrency Rate (any such proposed rate, a “Eurocurrency Successor Rate”), together with any proposed Eurocurrency 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. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and Livent unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent notice that such Required Lenders do not accept such amendment. If no Eurocurrency Successor Rate has been determined and the circumstances under clause (i) above exist, the obligation of the Lenders to make or Continue, or to Convert Loans into, Eurodollar 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.
(c) If, with respect to any Eurodollar Rate Loans, the Majority Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Loans will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon;
(i) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Loan, and
(ii) the obligation of the Lenders to make, Continue or Convert Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower and such Lenders that the circumstances causing such suspension no longer exist.
(d) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar 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 Loans will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Loans.
(e) Upon the occurrence and during the continuance of any Event of Default and upon notice from the Administrative Agent to the Borrower at the request of the Majority Lenders, (x) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Loan and (y) the obligation of the Lenders to make, Continue or Convert Eurodollar maintain Eurocurrency Rate Loans shall be suspended, (to the extent of the affected Eurocurrency Rate Loans or Interest Periods). Upon receipt of such notice, Livent may revoke any pending request for a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (in the case of Borrowings in Dollars) in the amount specified therein (or Dollar Equivalent thereof, as applicable).
Appears in 1 contract
Samples: Credit Agreement (Livent Corp.)
Interest Rate Determinations. (a) Each Reference Bank agrees, upon the request of the Administrative Agent, to furnish to the Administrative Agent timely information for the purpose of determining each Eurodollar 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 any such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks (subject to the provisions set forth in the definition of “Eurodollar Rate” in Section 1.01 and to clause (c) below).
(b) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate rates determined by the Administrative Agent for the purpose purposes of Section 2.07.
(bc) If ICE LIBOR is unavailable, then, subject (1) fewer than two Reference Banks furnish timely information to Section 2.12(b)the Administrative Agent for determining the Eurodollar Rate for any Interest Period for any Eurodollar Rate Advances and (2) the relevant rates do not appear on Bloomberg Page BBAL,
(i) the Administrative Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Loans Advances for such Interest Period,
(ii) each Eurodollar Rate Loan Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate LoanAdvance, and
(iii) the obligation of the Lenders to make or Continue, or to Convert Loans Advances into, Eurodollar Rate Loans Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(cd) If, with respect to any Eurodollar Rate LoansAdvances, the Majority Lenders notify the Administrative Agent showing calculations in reasonable detail that the Eurodollar Rate for any Interest Period for such Loans Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Loans Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon;:
(i) each Eurodollar Rate Loan Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate LoanAdvance, and
(ii) the obligation of the Lenders to makemake or Continue, Continue or to Convert Advances into, Eurodollar Rate Loans Advances shall be suspended until the Administrative Agent shall notify the Borrower and such Lenders that the circumstances causing such suspension no longer exist.
(de) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Loans Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Loans Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate LoansAdvances.
(ef) Upon On the occurrence and during date on which the continuance aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Advances shall automatically Convert into Base Rate Advances.
(g) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and upon notice from is continuing and the Administrative Agent to the Borrower Agent, at the request of the Majority Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (x) each Eurodollar Rate Loan will automaticallyAdvance shall, on the last day of the then existing Interest Period therefor, Convert be Converted into a Base Rate Loan Advance and (y) the obligation of the Lenders to makemake or Continue, Continue or to Convert Advances into, Eurodollar Rate Loans Advances shall be suspended.
Appears in 1 contract
Interest Rate Determinations. (a) The Administrative Agent shall give prompt notice to the Borrower Livent and the Lenders of the applicable interest rate determined by the Administrative Agent for the purpose purposes of Section 2.07.2.06(a)(i), (ii) and (iii). (b)
(bi) If ICE LIBOR is unavailable, then, subject Subject to Section 2.12(b),
2.16, if prior to 10:00 A.M. (New York City time) on any date on which an interest rate is to be determined pursuant to the definition of Adjusted Term SOFR, (i) the Administrative Agent shall forthwith have determined (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall promptly notify the Borrower Borrowers and each Lender of such circumstances. Upon notice thereof by the Lenders Administrative Agent to the 54 WEIL:\98721861\10\35899.0596 Borrowers, any right of the Borrowers to select SOFR Loans for any requested Revolving Loan Borrowing or any subsequent Revolving Loan Borrowing shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 9.04(c). Subject to Section 2.16, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the interest rate “Adjusted Term SOFR” cannot be determined for such Eurodollar pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination.
(ii) If prior to 10:00 A.M. on any date on which an interest rate is to be determined pursuant to the definition of “EURIBOR”, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding on each Borrower) that adequate and reasonable means do not exist for determining EURIBOR for any requested Interest Period with respect to a proposed EURIBOR Loan, or (ii) the Administrative Agent shall have received notice from the Required Lenders in respect of the relevant facility that EURIBOR for any requested Interest Period with respect to a proposed EURIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such EURIBOR Loan for such Interest Period,
, then the Administrative Agent shall promptly notify Livent and each Lender of such circumstances, whereupon the right of Livent to select EURIBOR Loans for any requested Borrowing (iior for the purposes of Section 2.12, any requested Conversion or Continuance) each Eurodollar Rate Loan will automaticallyor any subsequent Borrowing (or for the purposes of Section 2.12, any subsequent Conversion or Continuance) shall be suspended until the first date on which the last day circumstances causing such suspension cease to exist. If Livent shall not, in turn, before 11:00 A.M. on such date notify the Administrative Agent that a Notice of the then existing Interest Period therefor, Convert into Borrowing with respect to such EURIBOR shall be converted to a Notice of Borrowing for a Base Rate Loan, and
(iii) the obligation such Notice of the Lenders to make or Continue, or to Convert Loans into, Eurodollar Rate Loans Borrowing shall be suspended until deemed to be canceled and of no force or effect, and no Borrower shall be liable to the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If, or any Lender with respect to any Eurodollar Rate Loans, the Majority Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such thereto except as set forth in Section 3.01(c). Any outstanding affected EURIBOR Loans will not adequately reflect the cost be deemed to such Majority Lenders of making, funding or maintaining their respective Eurodollar have been converted into Base Rate Loans for (in an amount that is then equal to the Dollar Equivalent of such EURIBOR Loans) at the end of the applicable Interest Period. In the event of such a suspension, the Administrative Agent shall forthwith so review the circumstances giving rise to such suspension at least weekly and shall notify the Borrower Livent and the LendersLenders promptly of the end of such suspension, whereupon;
(i) each Eurodollar Rate Loan will automaticallyand thereafter Livent shall be entitled, on the last day of terms and subject to the then existing Interest Period thereforconditions set forth herein, Convert into a Base Rate Loan, and
(ii) the obligation of the Lenders to make, Continue or Convert Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower and such Lenders that the circumstances causing such suspension no longer exist.
(d) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar 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 Loans will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate borrow EURIBOR Loans.
(e) Upon the occurrence and during the continuance of any Event of Default and upon notice from the Administrative Agent to the Borrower at the request of the Majority Lenders, (x) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Loan and (y) the obligation of the Lenders to make, Continue or Convert Eurodollar Rate Loans shall be suspended.
Appears in 1 contract
Samples: Credit Agreement (Livent Corp.)
Interest Rate Determinations. (a) [Intentionally Deleted].
(b) The Administrative Agent shall give prompt notice to the U.S. Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for the purpose purposes of Section 2.072.08(a)(i), (ii) and (iii).
(bc) If ICE LIBOR prior to 10:00 A.M. (New York City time) on any date on which an interest rate is unavailableto be determined pursuant to the definition of “Eurocurrency Rate”, then, subject to Section 2.12(b),
(i) the Administrative Agent shall forthwith notify have determined (which determination shall be conclusive and binding on the Borrower U.S. Borrower) that adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan, or (ii) the Administrative Agent shall have received notice from the Required Lenders in respect of the relevant facility that the interest rate canEurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not be determined for adequately and fairly reflect the cost to such Eurodollar Lenders of funding such Eurocurrency Rate Loans Loan for such Interest Period,
, then the Administrative Agent shall promptly notify the U.S. Borrower and each Lender of such circumstances, whereupon the right of the Borrowers to select Eurocurrency Rate Loans for any requested Revolving Loan Borrowing or any subsequent Revolving Loan Borrowing shall be suspended until the first date on which the circumstances causing such suspension cease to exist. If the Borrowers shall not, in turn, before 11:00 A.M. (iiNew York City time) each Eurodollar on such date notify the Administrative Agent that a Notice of Revolving Loan Borrowing with respect to such Eurocurrency Rate shall be converted to a Notice of Revolving Loan Borrowing for a Eurocurrency Rate Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into in a different Currency or a Base Rate Loan, and
(iii) the obligation such Notice of the Lenders to make or Continue, or to Convert Loans into, Eurodollar Rate Loans Revolving Loan Borrowing shall be suspended until deemed to be canceled and of no force or effect, and the U.S. Borrower shall not be liable to the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If, or any Lender with respect to any Eurodollar Rate Loans, thereto except as set forth in Section 3.01(c). In the Majority Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for event of such Loans will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Loans for such Interest Perioda suspension, the Administrative Agent shall forthwith so review the circumstances giving rise to such suspension at least weekly and shall notify the U.S. Borrower and the LendersLenders promptly of the end of such suspension, whereupon;
(i) each Eurodollar Rate Loan will automaticallyand thereafter the Borrowers shall be entitled, on the last day of terms and subject to the then existing Interest Period thereforconditions set forth herein, Convert into a Base Rate Loan, and
(ii) the obligation of the Lenders to make, Continue or Convert Eurodollar borrow Eurocurrency Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower and Swing Loans in such Lenders that the circumstances causing such suspension no longer exist.Currency. AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION
(d) If Notwithstanding anything in this Agreement to the Borrower shall fail contrary, no Lender whose Termination Date falls prior to select the duration last day of any Interest Period for any Eurodollar Eurocurrency Rate Loans Loan (a “Relevant Lender”) shall participate in accordance with such Loan. Without limiting the provisions contained generality of the foregoing, no Relevant Lender shall (i) participate in a Borrowing of any Eurocurrency Rate Loan having an initial Interest Period ending after such Lender’s Termination Date, (ii) have any outstanding Eurocurrency Rate Loan continued for a subsequent Interest Period if such subsequent Interest Period would end after such Lender’s Termination Date or (iii) have any outstanding Base Rate Loan Converted into a Eurocurrency Rate Loan if such Eurocurrency Rate Loan would have an initial Interest Period ending after such Lender’s Termination Date. If any Relevant Lender has outstanding a Eurocurrency Rate Loan that cannot be continued for a subsequent Interest Period pursuant to clause (ii) above or has outstanding a Base Rate Loan that cannot be Converted into a Eurocurrency Rate Loan pursuant to clause (iii) above, such Lender’s ratable share of such Eurocurrency Rate Loan (in the definition case of “Interest Period” in Section 1.01, said clause (ii)) shall be repaid by the Administrative Agent will forthwith so notify the relevant Borrower and the Lenders and such Loans will automatically, on the last day of the its then existing current Interest Period therefor, Convert into Base Rate Loans.
(e) Upon the occurrence and during the continuance such Lender’s ratable share of any Event of Default and upon notice from the Administrative Agent to the Borrower at the request of the Majority Lenders, (x) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a such Base Rate Loan (in the case of said clause (iii)) shall be repaid by the relevant Borrower on the day on which the Loans of Lenders unaffected by said clause (iii) are so Converted. Subject to the terms and (y) conditions of this Agreement, the obligation Borrowers may fund the repayment of the Lenders to make, Continue or Convert Eurodollar Relevant Lenders’ ratable shares of such Eurocurrency Rate Loans shall be suspendedand Base Rate Loans by borrowing from Lenders hereunder that are not Relevant Lenders.
Appears in 1 contract
Samples: Credit Agreement (FMC Corp)
Interest Rate Determinations. (a) In the event the LIBOR Screen Rate is not available, each Reference Bank agrees, upon the request of the Administrative Agent, to furnish to the Administrative Agent timely information for the purpose of determining each Eurodollar 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 any such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks (subject to clause (c) below).
(b) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate rates determined by the Administrative Agent for the purpose purposes of Section 2.07.
(bc) If ICE LIBOR is unavailable, then, subject fewer than two Reference Banks furnish timely information to Section 2.12(b)the Administrative Agent for determining the Eurodollar Rate for any Interest Period for any Eurodollar Rate Advances,
(i) the Administrative Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Loans Advances for such Interest Period,
(ii) each Eurodollar Rate Loan Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate LoanAdvance, and
(iii) the obligation of the Lenders to make or Continue, or to Convert Loans Advances into, Eurodollar Rate Loans Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(cd) IfUnless and until a Benchmark Replacement Rate is implemented in accordance with clause (e) below, if, with respect to any Eurodollar Rate LoansAdvances, (1) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such Eurodollar Rate Advance or (B) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a 733301099 15483412 proposed Eurodollar Rate Advance for any requested Interest Period with respect to a proposed Eurodollar Rate Advance or in connection with an existing or proposed Base Rate Advance, or (2) the Majority Lenders notify the Administrative Agent showing calculations in reasonable detail that the Eurodollar Rate for any Interest Period for such Loans Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Loans Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon;:
(i) each Eurodollar Rate Loan Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Loan, andAdvance,
(ii) the obligation of the Lenders to makemake or Continue, Continue or to Convert Advances into, Eurodollar Rate Loans Advances shall be suspended until the Administrative Agent shall notify the Borrower and such Lenders that the circumstances causing such suspension no longer exist., and
(diii) If the Borrower shall fail to select utilization of the duration of any Interest Period for any Eurodollar Rate Loans component in accordance with determining 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 Loans will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Loansshall be suspended.
(e) Upon the occurrence and during the continuance Effect of any Event of Default and upon notice from the Administrative Agent to the Borrower at the request of the Majority Lenders, (x) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Loan and (y) the obligation of the Lenders to make, Continue or Convert Eurodollar Rate Loans shall be suspendedBenchmark Transition Event.
Appears in 1 contract
Interest Rate Determinations. (a) The Administrative Agent shall give prompt notice to the Borrower Livent and the Lenders of the applicable interest rate determined by the Administrative Agent for the purpose purposes of Section 2.07.2.06(a)(i) and (ii). 52 -
(b) If ICE LIBOR prior to 10:00 A.M. on any date on which an interest rate is unavailableto be determined pursuant to the definition of “Eurocurrency Rate”, then, subject to Section 2.12(b),
(i) the Administrative Agent shall forthwith notify have determined (which determination shall be conclusive and binding on each Borrower) that adequate and reasonable means do not exist for determining the Borrower and Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan, or (ii) the Administrative Agent shall have received notice from the Required Lenders in respect of the relevant facility that the interest rate canEurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not be determined for adequately and fairly reflect the cost to such Eurodollar Lenders of funding such Eurocurrency Rate Loans Loan for such Interest Period,
, then the Administrative Agent shall promptly notify Livent and each Lender of such circumstances, whereupon the right of Livent to select Eurocurrency Rate Loans for any requested Borrowing (iior for the purposes of Section 2.12, any requested Conversion or Continuance) each Eurodollar or any subsequent Borrowing (or for the purposes of Section 2.12, any subsequent Conversion or Continuance) shall be suspended until the first date on which the circumstances causing such suspension cease to exist. If Livent shall not, in turn, before 11:00 A.M. on such date notify the Administrative Agent that a Notice of Borrowing with respect to such Eurocurrency Rate shall be converted to a Notice of Borrowing for a Eurocurrency Rate Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into in a different Currency or a Base Rate Loan, and
(iii) the obligation such Notice of the Lenders to make or Continue, or to Convert Loans into, Eurodollar Rate Loans Borrowing shall be suspended until deemed to be canceled and of no force or effect, and no Borrower shall be liable to the Administrative Agent or any Lender with respect thereto except as set forth in Section 3.01(c). In the event of such a suspension, the Administrative Agent shall review the circumstances giving rise to such suspension at least weekly and shall notify the Borrower Livent and the Lenders that promptly of the circumstances causing end of such suspension no longer exist.
suspension, and thereafter Livent shall be entitled, on the terms and subject to the conditions set forth herein, to borrow Eurocurrency Rate Loans in such Currency. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (c) Ifwhich determination shall be conclusive absent manifest error), with respect to any Eurodollar Rate Loans, or the Majority Required Lenders notify the Administrative Agent (with a copy to Livent) that the Eurodollar Required Lenders have determined, that: (i) adequate and reasonable means do not exist for ascertaining the Screen Rate or Interpolated Rate for any Interest Period for such Loans will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Loans for such requested Interest Period, including because the Eurocurrency 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 the Eurocurrency 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 Eurocurrency Rate 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 Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent shall forthwith so notify and Livent may amend this Agreement to replace the Borrower and Eurocurrency Rate with an alternate benchmark rate (including any mathematical or other adjustments to the Lenders, whereupon;
benchmark (iif any) each Eurodollar Rate Loan will automatically, on incorporated therein) that has been broadly accepted by the last day syndicated loan market in the United States in lieu of the then existing Interest Period thereforcurrent Eurocurrency Rate (any such proposed rate, Convert into a Base “Eurocurrency Successor Rate”), together with any proposed Eurocurrency Successor Rate LoanConforming Changes and, and
(ii) notwithstanding anything to the obligation of the Lenders to make, Continue or Convert Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower and such Lenders that the circumstances causing such suspension no longer exist.
(d) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Loans in accordance with the provisions contained in the definition of “Interest Period” contrary in Section 1.019.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and any such Loans will automatically, amendment shall become effective at 5:00 P.M. on the last day of the then existing Interest Period therefor, Convert into Base Rate Loans.
(e) Upon the occurrence and during the continuance of any Event of Default and upon notice from the Administrative Agent to the Borrower at the request of the Majority Lenders, (x) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Loan and (y) the obligation of the Lenders to make, Continue or Convert Eurodollar Rate Loans shall be suspended.fifth 53 -
Appears in 1 contract
Samples: Credit Agreement (Livent Corp.)
Interest Rate Determinations. (a) The Administrative Agent Lender shall give prompt notice to the Borrower and the Lenders of the applicable interest rate rates determined by the Administrative Agent it for the purpose purposes of Section 2.072.05.
(b) If ICE LIBOR is unavailable, then, subject to Section 2.12(b),
(i) the Administrative Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Loans for such Interest Period,
(ii) each 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 make or Continue, or to Convert Loans into, Eurodollar 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.
(c) If, with respect to any Eurodollar Rate LoansLoan, the Majority Lenders notify the Administrative Agent Lender determines that the Eurodollar Rate for any Interest Period interest rate for such Loans Loan will not adequately and fairly reflect the cost to such Majority Lenders the Lender of making, funding or maintaining their respective Eurodollar Rate Loans for such Interest Periodthe Loans, the Administrative Agent Lender shall forthwith so notify the Borrower Borrower, whereupon the Lender and the LendersBorrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for the Loans which shall reflect the cost to the Lender of funding the Loans from alternative sources (a "Substitute Basis"), whereupon;
and such Substitute Basis shall apply in lieu of such interest rate to all Loans made on or after the date upon which the Lender so notified the Borrower, until the circumstances giving rise to such notice have ceased to apply. If a Substitute Basis is not agreed upon within five days of the delivery of any notice to the Borrower pursuant to this Section 2.07(b), the Borrower may elect to prepay the Loan pursuant to Section 2.08, provided, however, that if the Borrower does not elect so to prepay, the Lender shall determine (i) each Eurodollar Rate Loan will automaticallyand shall certify from time to time in a certificate delivered by the Lender setting forth in reasonable detail the basis of the computation of such amount, which certification shall be presumptively correct and binding on the last day Borrower in the absence of the then existing Interest Period therefor, Convert into a Base Rate Loan, and
(iimanifest error) the obligation rate basis reflecting the cost to the Lender of funding the Lenders Loans for any period commencing on or after the date upon which notice was delivered to makethe Borrower, Continue or Convert Eurodollar Rate Loans until the circumstances giving rise to such notice have ceased to apply, and such rate basis shall be suspended until the Administrative Agent shall notify binding upon the Borrower and such Lenders that the circumstances causing such suspension no longer exist.
(d) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Loans apply 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 Loans will automatically, on the last day lieu of the then existing Interest Period therefor, Convert into Base Rate LoansEurodollar Rate.
(e) Upon the occurrence and during the continuance of any Event of Default and upon notice from the Administrative Agent to the Borrower at the request of the Majority Lenders, (x) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Loan and (y) the obligation of the Lenders to make, Continue or Convert Eurodollar Rate Loans shall be suspended.
Appears in 1 contract
Interest Rate Determinations. (a) In the event the LIBOR Screen Rate is not available, each Reference Bank agrees, upon the request of the Administrative Agent, to furnish to the Administrative Agent timely information for the purpose of determining each Eurodollar 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 any such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks (subject to clause (c) below).
(b) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate rates determined by the Administrative Agent for the purpose purposes of Section 2.07.
(bc) If ICE LIBOR is unavailable, then, subject fewer than two Reference Banks furnish timely information to Section 2.12(b)the Administrative Agent for determining the Eurodollar Rate for any Interest Period for any Eurodollar Rate Advances,
(i) the Administrative Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Loans Advances for such Interest Period,
(ii) each Eurodollar Rate Loan Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate LoanAdvance, and
(iii) the obligation of the Lenders to make or Continue, or to Convert Loans Advances into, Eurodollar Rate Loans Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(cd) If, with respect to any Eurodollar Rate LoansAdvances, (1) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such Eurodollar Rate 7552140v7 19897.00013 Advance or (B) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Advance for any requested Interest Period with respect to a proposed Eurodollar Rate Advance or in connection with an existing or proposed Base Rate Advance, or (2) the Majority Lenders notify the Administrative Agent showing calculations in reasonable detail that the Eurodollar Rate for any Interest Period for such Loans Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Loans Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon;:
(i) each Eurodollar Rate Loan Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Loan, andAdvance,
(ii) the obligation of the Lenders to makemake or Continue, Continue or to Convert Advances into, Eurodollar Rate Loans Advances shall be suspended until the Administrative Agent shall notify the Borrower and such Lenders that the circumstances causing such suspension no longer exist, and
(iii) the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended.
(de) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Loans Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Loans Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Eurodollar Rate LoansAdvances with a one-month Interest Period.
(ef) Upon On the occurrence and during date on which the continuance aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Advances shall automatically Convert into Base Rate Advances.
(g) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and upon notice from is continuing and the Administrative Agent to the Borrower Agent, at the request of the Majority Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (x) each Eurodollar Rate Loan will automaticallyAdvance shall, on the last day of the then existing Interest Period therefor, Convert be Converted into a Base Rate Loan Advance and (y) the obligation of the Lenders to makemake or Continue, Continue or to Convert Advances into, Eurodollar Rate Loans Advances shall be suspended.
Appears in 1 contract
Interest Rate Determinations. (a) [Intentionally Deleted].
(b) The Administrative Agent shall give prompt notice to the U.S. Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for the purpose purposes of Section 2.072.08(a)(i) and (ii).
(bc) If ICE LIBOR prior to 10:00 A.M. (New York City time) on any date on which an interest rate is unavailableto be determined pursuant to the definition of “Eurocurrency Rate”, then, subject to Section 2.12(b),
(i) the Administrative Agent shall forthwith notify have determined (which determination shall be conclusive and binding on the Borrower U.S. Borrower) that adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan, or (ii) the Administrative Agent shall have received notice from the Required Lenders in respect of the relevant facility that the interest rate canEurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not be determined for adequately and fairly reflect the cost to such Eurodollar Lenders of funding such Eurocurrency Rate Loans Loan for such Interest Period,
(ii) , then the Administrative Agent shall promptly notify the U.S. Borrower and each Eurodollar Rate Loan will automaticallyLender of such circumstances, on whereupon the last day right of the then existing Interest Period thereforBorrowers to select Eurocurrency Rate Loans for any requested Borrowing shall be suspended until the first date on which the circumstances causing such suspension cease to exist. If the Borrowers shall not, Convert into in turn, before 11:00 A.M. (New York City time) on such date notify the Administrative Agent that a Notice of Borrowing with respect to such Eurocurrency Rate shall be converted to a Base Rate Loan, and
(iii) the obligation such Notice of the Lenders to make or Continue, or to Convert Loans into, Eurodollar Rate Loans Borrowing shall be suspended until deemed to be canceled and of no force or effect, and the U.S. Borrower shall not be liable to the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If, or any Lender with respect to any Eurodollar Rate Loans, thereto except as set forth in Section 3.01(c). In the Majority Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for event of such Loans will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Loans for such Interest Perioda suspension, the Administrative Agent shall forthwith so review the circumstances giving rise to such suspension at least weekly and shall notify the U.S. Borrower TERM LOAN AGREEMENT FMC CORPORATION and the LendersLenders promptly of the end of such suspension, whereupon;
(i) each Eurodollar Rate Loan will automaticallyand thereafter the Borrowers shall be entitled, on the last day of terms and subject to the then existing Interest Period thereforconditions set forth herein, Convert into a Base Rate Loan, and
(ii) the obligation of the Lenders to make, Continue or Convert Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower and such Lenders that the circumstances causing such suspension no longer exist.
(d) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar 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 Loans will automatically, on the last day of the then existing Interest Period therefor, Convert into Base borrow Eurocurrency Rate Loans.
(e) Upon the occurrence and during the continuance of any Event of Default and upon notice from the Administrative Agent to the Borrower at the request of the Majority Lenders, (x) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Loan and (y) the obligation of the Lenders to make, Continue or Convert Eurodollar Rate Loans shall be suspended.
Appears in 1 contract
Samples: Term Loan Agreement (FMC Corp)
Interest Rate Determinations. (a) [Intentionally Deleted].
(b) The Administrative Agent shall give prompt notice to the U.S. Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for the purpose purposes of Section 2.072.08(a)(i), (ii) and (iii).
(bc) If ICE LIBOR is unavailable, then, subject Subject to Section 2.12(b),
2.18, if prior to 10:00 A.M. (New York City time) on any date on which an interest rate is to be determined pursuant to the definition of “Eurocurrency Rate”, (i) the Administrative Agent shall forthwith notify have determined (which determination shall be conclusive and binding on the Borrower U.S. Borrower) that adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan, or (ii) the Administrative Agent shall have received notice from the Required Lenders in respect of the relevant facility that the interest rate canEurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not be determined for adequately and fairly reflect the cost to such Eurodollar Lenders of funding such Eurocurrency Rate Loans Loan for such Interest Period,
(ii) , then the Administrative Agent shall promptly notify the U.S. Borrower and each Eurodollar Rate Loan will automaticallyLender of such circumstances, on whereupon the last day right of the then existing Interest Period therefor, Convert into a Base Rate Loan, and
(iii) the obligation of the Lenders Borrowers to make or Continue, or to Convert Loans into, Eurodollar select Eurocurrency Rate Loans for any requested Revolving Loan Borrowing or any subsequent Revolving Loan Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that first date on which the circumstances causing such suspension no longer exist.
(c) If, with respect to any Eurodollar Rate Loans, the Majority Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Loans will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon;
(i) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Loan, and
(ii) the obligation of the Lenders to make, Continue or Convert Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower and such Lenders that the circumstances causing such suspension no longer exist.such
(d) If Notwithstanding anything in this Agreement to the Borrower shall fail contrary, no Lender whose Termination Date falls prior to select the duration last day of any Interest Period for any Eurodollar Eurocurrency Rate Loans Loan (a “Relevant Lender”) shall participate in accordance with such Loan. Without limiting the provisions contained generality of the foregoing, no Relevant Lender shall (i) participate in a Borrowing of any Eurocurrency Rate Loan having an initial Interest Period ending after such Lender’s Termination Date, (ii) have any outstanding Eurocurrency Rate Loan continued for a subsequent Interest Period if such subsequent Interest Period would end after such Lender’s Termination Date or (iii) have any outstanding Base Rate Loan Converted into a Eurocurrency Rate Loan if such Eurocurrency Rate Loan would have an initial Interest Period ending after such Lender’s Termination Date. If any Relevant Lender has outstanding a Eurocurrency Rate Loan that cannot be continued for a subsequent Interest Period pursuant to clause (ii) above or has outstanding a Base Rate Loan that cannot be Converted into a Eurocurrency Rate Loan pursuant to clause (iii) above, such Lender’s ratable share of such Eurocurrency Rate Loan (in the definition case of “Interest Period” in Section 1.01, said clause (ii)) shall be repaid by the Administrative Agent will forthwith so notify the relevant Borrower and the Lenders and such Loans will automatically, on the last day of the its then existing current Interest Period therefor, Convert into Base Rate Loans.
(e) Upon the occurrence and during the continuance such Lender’s ratable share of any Event of Default and upon notice from the Administrative Agent to the Borrower at the request of the Majority Lenders, (x) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a such Base Rate Loan (in the case of said clause (iii)) shall be repaid by the relevant Borrower on the day on which the Loans of Lenders unaffected by said clause (iii) are so Converted. Subject to the terms and (y) conditions of this Agreement, the obligation Borrowers may fund the repayment of the Lenders to make, Continue or Convert Eurodollar Relevant Lenders’ ratable shares of such Eurocurrency Rate Loans shall be suspendedand Base Rate Loans by borrowing from Lenders hereunder that are not Relevant Lenders.
Appears in 1 contract
Samples: Credit Agreement (FMC Corp)
Interest Rate Determinations. (a) [Intentionally Deleted].
(b) The Administrative Agent shall give prompt notice to the U.S. Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for the purpose purposes of Section 2.072.08(a)(i), (ii) and (iii).
(bc) If ICE LIBOR prior to 10:00 A.M. (New York City time) on any date on which an interest rate is unavailableto be determined pursuant to the definition of “Eurocurrency Rate”, then, subject to Section 2.12(b),
(i) the Administrative Agent shall forthwith notify have determined (which determination shall be conclusive and binding on the Borrower U.S. Borrower) that adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency 38 THIRD AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION Rate Loan, or (ii) the Administrative Agent shall have received notice from the Required Lenders in respect of the relevant facility that the interest rate canEurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not be determined for adequately and fairly reflect the cost to such Eurodollar Lenders of funding such Eurocurrency Rate Loans Loan for such Interest Period,
, then the Administrative Agent shall promptly notify the U.S. Borrower and each Lender of such circumstances, whereupon the right of the Borrowers to select Eurocurrency Rate Loans for any requested Revolving Loan Borrowing or any subsequent Revolving Loan Borrowing shall be suspended until the first date on which the circumstances causing such suspension cease to exist. If the Borrowers shall not, in turn, before 11:00 A.M. (iiNew York City time) each Eurodollar on such date notify the Administrative Agent that a Notice of Revolving Loan Borrowing with respect to such Eurocurrency Rate shall be converted to a Notice of Revolving Loan Borrowing for a Eurocurrency Rate Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into in a different Currency or a Base Rate Loan, and
(iii) the obligation such Notice of the Lenders to make or Continue, or to Convert Loans into, Eurodollar Rate Loans Revolving Loan Borrowing shall be suspended until deemed to be canceled and of no force or effect, and the U.S. Borrower shall not be liable to the Administrative Agent or any Lender with respect thereto except as set forth in Section 3.01(c). In the event of such a suspension, the Administrative Agent shall review the circumstances giving rise to such suspension at least weekly and shall notify the U.S. Borrower and the Lenders that promptly of the circumstances causing end of such suspension no longer exist.
suspension, and thereafter the Borrowers shall be entitled, on the terms and subject to the conditions set forth herein, to borrow Eurocurrency Rate Loans and Swing Loans in such Currency. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (c) Ifwhich determination shall be conclusive absent manifest error), with respect to any Eurodollar Rate Loans, or the Majority Required Lenders notify the Administrative Agent (with a copy to the U.S. Borrower) that the Eurodollar Required Lenders have determined, that: (i) adequate and reasonable means do not exist for ascertaining the Screen Rate or Interpolated Rate for any Interest Period for such Loans will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Loans for such requested Interest Period, including because the Eurocurrency 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 the Eurocurrency 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 Eurocurrency Rate 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 Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon;
U.S. Borrower may amend this Agreement to replace the Eurocurrency Rate with an alternate benchmark rate (iincluding any mathematical or other adjustments to the benchmark (if any) each Eurodollar Rate Loan will automatically, on incorporated therein) that has been broadly accepted by the last day syndicated loan market in the United States in lieu of the then existing Interest Period thereforcurrent Eurocurrency Rate (any such proposed rate, Convert into a Base “Eurocurrency Successor Rate”; provided that such Eurocurrency Successor Rate Loanshall not be less than zero), together with any proposed Eurocurrency 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. (iiNew York City time) on the obligation of the Lenders to make, Continue or Convert Eurodollar Rate Loans shall be suspended until fifth Business Day after the Administrative Agent shall notify have posted such proposed amendment to all Lenders and the Borrower and Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent notice that the circumstances causing such suspension no longer exist.Required Lenders do not accept such amendment. 39
(d) If Notwithstanding anything in this Agreement to the Borrower shall fail contrary, no Lender whose Termination Date falls prior to select the duration last day of any Interest Period for any Eurodollar Eurocurrency Rate Loans Loan (a “Relevant Lender”) shall participate in accordance with such Loan. Without limiting the provisions contained generality of the foregoing, no Relevant Lender shall (i) participate in a Borrowing of any Eurocurrency Rate Loan having an initial Interest Period ending after such Lender’s Termination Date, (ii) have any outstanding Eurocurrency Rate Loan continued for a subsequent Interest Period if such subsequent Interest Period would end after such Lender’s Termination Date or (iii) have any outstanding Base Rate Loan Converted into a Eurocurrency Rate Loan if such Eurocurrency Rate Loan would have an initial Interest Period ending after such Lender’s Termination Date. If any Relevant Lender has outstanding a Eurocurrency Rate Loan that cannot be continued for a subsequent Interest Period pursuant to clause (ii) above or has outstanding a Base Rate Loan that cannot be Converted into a Eurocurrency Rate Loan pursuant to clause (iii) above, such Lender’s ratable share of such Eurocurrency Rate Loan (in the definition case of “Interest Period” in Section 1.01, said clause (ii)) shall be repaid by the Administrative Agent will forthwith so notify the relevant Borrower and the Lenders and such Loans will automatically, on the last day of the its then existing current Interest Period therefor, Convert into Base Rate Loans.
(e) Upon the occurrence and during the continuance such Lender’s ratable share of any Event of Default and upon notice from the Administrative Agent to the Borrower at the request of the Majority Lenders, (x) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a such Base Rate Loan (in the case of said clause (iii)) shall be repaid by the relevant Borrower on the day on which the Loans of Lenders unaffected by said clause (iii) are so Converted. Subject to the terms and (y) conditions of this Agreement, the obligation Borrowers may fund the repayment of the Lenders to make, Continue or Convert Eurodollar Relevant Lenders’ ratable shares of such Eurocurrency Rate Loans shall be suspendedand Base Rate Loans by borrowing from Lenders hereunder that are not Relevant Lenders.
Appears in 1 contract
Samples: Credit Agreement (FMC Corp)
Interest Rate Determinations. (a) Each Reference Bank agrees, upon the request of the Administrative Agent, to furnish to the Administrative Agent timely information for the purpose of determining each Eurodollar 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 any such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks (subject to the provisions set forth in the definition of “Eurodollar Rate” in Section 1.01 and to clause (c) below).
(b) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate rates determined by the Administrative Agent for the purpose purposes of Section 2.07.
(b) If ICE LIBOR is unavailable, then, subject to Section 2.12(b),
(i) the Administrative Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Loans Advances for such Interest Period,
(ii) each Eurodollar Rate Loan Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate LoanAdvance, and
(iii) the obligation of the Lenders to make or Continue, or to Convert Loans Advances into, Eurodollar Rate Loans Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(cd) If, with respect to any Eurodollar Rate LoansAdvances, the Majority Lenders notify the Administrative Agent showing calculations in reasonable detail that the Eurodollar Rate for any Interest Period for such Loans Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Loans Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon;:
(i) each Eurodollar Rate Loan Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate LoanAdvance, and
(ii) the obligation of the Lenders to makemake or Continue, Continue or to Convert Advances into, Eurodollar Rate Loans Advances shall be suspended until the Administrative Agent shall notify the Borrower and such Lenders that the circumstances causing such suspension no longer exist.
(de) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Loans Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Loans Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate LoansAdvances.
(ef) Upon On the occurrence and during date on which the continuance aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Advances shall automatically Convert into Base Rate Advances.
(g) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and upon notice from is continuing and the Administrative Agent to the Borrower Agent, at the request of the Majority Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (x) each Eurodollar Rate Loan will automaticallyAdvance shall, on the last day of the then existing Interest Period therefor, Convert be Converted into a Base Rate Loan Advance and (y) the obligation of the Lenders to makemake or Continue, Continue or to Convert Advances into, Eurodollar Rate Loans Advances shall be suspended.
Appears in 1 contract
Interest Rate Determinations. (a) The initial Interest Period for each Loan shall be the Interest Period specified in the applicable Borrowing Request. Upon irrevocable notice to Administrative Agent shall give prompt and each Lender, which may be given by telephone (but must be immediately followed by a request in writing), Borrower may elect subsequent Interest Periods for each Loan, subject to Section 2.14(a). Each such notice (each, an “Interest Election Request”) must be received by each Lender and Administrative Agent not later than Noon two (2) Business Days prior to the Borrower proposed effective date of such election. The amount of Loans subject to each Interest Period shall be specified in the Interest Election Request and the shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. The Loans of all Lenders of the applicable interest rate determined by the Administrative Agent for the purpose of Section 2.07shall be allocated ratably among such Interest Periods in effect at any time.
(b) If ICE LIBOR is unavailableBorrower shall have the option to convert, thenon any Business Day, subject all or a portion of the outstanding principal amount of Loans (other than Swing Line Loans, which may not be converted pursuant to this Section 2.12(b2.07(b),
) made pursuant to one or more Borrowings of one or more types of Loans into a Borrowing of another type of Loan; provided that (i) the Administrative Agent shall forthwith notify the Borrower and the Lenders that the interest rate canexcept as otherwise provided in Section 2.13, LIBOR Loans may not be determined for such Eurodollar converted into Base Rate Loans for such Interest Period,
Loans, (ii) each Eurodollar unless the Required Lenders otherwise agree, Base Rate Loans may only be converted into LIBOR Loans if no Default or Event of Default is in existence on the date of the conversion and (iii) no conversion pursuant to this Section 2.07 shall result in a greater number of Borrowings of LIBOR Loans than is permitted this Section 2.07. Any conversion of Loans pursuant to this Section 2.07(b) shall be in a principal amount of not less than $5,000,000 and whole multiples of $1,000,000. Except as otherwise provided herein, the Interest Period applicable to any Loan will automaticallymay be continued, changed or combined with other Loans only on the last day of the then existing an Interest Period therefor, Convert into a Base Rate for such Loan, and
. There shall not be more than five (iii5) the obligation of the Lenders to make or Continue, or to Convert Loans into, Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer existInterest Periods in effect at any time.
(c) If, If an Interest Election Request with respect to any Eurodollar Rate Loans, a Loan is not timely delivered prior to the Majority Lenders notify end of the Administrative Agent that the Eurodollar Rate for any Interest Period for applicable thereto, then, unless such Loans will not adequately reflect Borrowing is repaid as provided herein, at the cost to such Majority Lenders end of making, funding or maintaining their respective Eurodollar Rate Loans for such Interest Period, the Administrative Agent Period such Borrowing shall forthwith so notify the Borrower and the Lenders, whereupon;
(i) each Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into be continued as a Base Rate Loan, and
(ii) the obligation of the Lenders to make, Continue or Convert Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower and such Lenders that the circumstances causing such suspension no longer exist.
(d) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Loans in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Upon receipt by Administrative Agent will forthwith so notify the Borrower and the Lenders and such Loans will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Loans.
(e) Upon the occurrence and during the continuance of any Event of Default a Borrowing Request and upon notice from the Administrative Agent to the Borrower at the request of the Majority LendersBorrower, (x) each Eurodollar Rate Loan will automatically, on the last day Administrative Agent shall give notice to Borrower of the then existing Interest Period therefor, Convert into a Base Rate Loan and (y) applicable interest rates for the obligation purposes of the Lenders to make, Continue or Convert Eurodollar Rate Loans shall be suspendedSection 2.04.
Appears in 1 contract
Samples: Revolving Loan Agreement (Goldman Sachs MLP Income Opportunities Fund)
Interest Rate Determinations. Changes in Rating ----------------------------------------------- Systems. -------
(a) If the second sentence of the definition of "Eurodollar Rate" in Section 1.01 is applicable, each Reference Bank agrees to furnish to the Administrative Agent timely information for the purpose of determining each Eurodollar 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 any such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks (subject to clause (c) below).
(b) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for the purpose of Section 2.072.07 and the applicable rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.07(a)(ii).
(bc) If ICE LIBOR the second sentence of the definition of "Eurodollar Rate" in Section 1.01 is unavailable, then, subject applicable and fewer than two Reference Banks furnish timely information to Section 2.12(b)the Administrative Agent for determining the Eurodollar Rate for any Interest Period for any Eurodollar Rate Advances,
(i) the Administrative Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Loans Advances for such Interest Period,, Credit Agreement ----------------
(ii) each Eurodollar Rate Loan Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate LoanAdvance, and
(iii) the obligation of the Lenders to make or Continue, or to Convert Loans A Advances into, Eurodollar Rate Loans Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(cd) If, with respect to any Eurodollar Rate LoansAdvances, the Majority Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Loans Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Loans Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon;
(i) each Eurodollar Rate Loan Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate LoanAdvance, and
(ii) the obligation of the Lenders to makemake or Continue, Continue or to Convert A Advances into, Eurodollar Rate Loans Advances shall be suspended until the Administrative Agent shall notify the Borrower and such Lenders that the circumstances causing such suspension no longer exist.
(de) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Loans Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Loans Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate LoansAdvances.
(ef) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any A Borrowing shall be reduced, by prepayment or otherwise, to less than $5,000,000, such A Advances shall automatically Convert into Base Rate Advances.
(g) Upon the occurrence and during the continuance of any Event of Default and upon notice from the Administrative Agent to the Borrower at the request of the Majority Lenders, (x) each Eurodollar Rate Loan Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Loan Advance and (y) the obligation of the Lenders to makemake or Continue, Continue or to Convert Advances into, Eurodollar Rate Loans Advances shall be suspended. Credit Agreement ----------------
(h) If the rating system of either Xxxxx'x or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the Borrower and the Administrative Agent (on behalf of the Lenders) shall negotiate in good faith to amend the references to specific ratings in this Agreement to reflect such changed rating system or the non- availability of ratings from such rating agency (provided that any such -------- amendment to such specific ratings shall in no event be effective without the approval of the Majority Lenders).
Appears in 1 contract
