Suspension of LIBOR Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of LIBOR for any Interest Period: (a) the Administrative Agent reasonably determines (which determination shall be conclusive, absent manifest error) that quotations of interest rates for the relevant deposits referred to in the definition of LIBOR are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for LIBOR Loans as provided herein or is otherwise unable to determine LIBOR, or (b) the Administrative Agent reasonably determines (which determination shall be conclusive, absent manifest error) that the relevant rates of interest referred to in the definition of LIBOR upon the basis of which the rate of interest for LIBOR Loans for such Interest Period is to be determined are not likely to adequately cover the cost to any Lender of making or maintaining LIBOR Loans for such Interest Period; or (c) any Lender that has outstanding a Bid Rate Quote with respect to a LIBOR Margin Loan reasonably determines (which determination shall be conclusive, absent manifest error) that LIBOR will not adequately and fairly reflect the cost to such Lender of making or maintaining such LIBOR Margin Loan, then the Administrative Agent shall give the Borrower and each Lender prompt notice thereof and, so long as such condition remains in effect, (i) the Lenders shall be under no obligation to, and shall not, make additional LIBOR Loans, Continue LIBOR Loans or Convert Loans into LIBOR Loans and the Borrower shall, on the last day of each current Interest Period for each outstanding LIBOR Loan, either repay such Loan or Convert such Loan into a Daily Rate Loan (provided, however, if the Daily LIBOR Rate is prohibited or unavailable to Administrative Agent in Administrative Agent’s good faith determination, such Loan shall Convert to a Base Rate Loan) and (ii) in the case of clause (c) above, no Lender that has outstanding a Bid Rate Quote with respect to a LIBOR Margin Loan shall be under any obligation to make such Loan.
Appears in 1 contract
Samples: Credit Agreement (Equity One, Inc.)
Suspension of LIBOR Loans. Anything herein to the contrary notwithstandingnotwithstanding (but except, in the case of clause (A) below, as otherwise provided in clause (ii) of the definition of LIBOR in Section 1.1 hereof), if, on or prior to the determination of Adjusted LIBOR for any Interest PeriodPeriod with respect to borrowings denominated in any Currency:
(aA) the Administrative Agent reasonably determines (which determination shall be conclusive, absent manifest error) that quotations by reason of interest rates for circumstances affecting the relevant deposits referred market, adequate and reasonable means do not exist for ascertaining Adjusted LIBOR with respect to in the definition borrowings of LIBOR are not being provided in the relevant amounts or such Currency for the relevant maturities for purposes of determining rates of interest for LIBOR Loans as provided herein or is otherwise unable to determine LIBORsuch Interest Period, or
(bB) the Administrative Agent reasonably determines (which determination shall be conclusivedeemed presumptively correct) that, absent manifest error) that due to changes not reasonably foreseeable on the relevant rates of interest referred to in the definition of Agreement Date, Adjusted LIBOR upon the basis of which the rate of interest for LIBOR Loans for such Interest Period is to be determined are not likely to adequately cover the cost to any Lender of making or maintaining LIBOR Loans for such Interest Period; or
(c) any Lender that has outstanding a Bid Rate Quote with respect to a LIBOR Margin Loan reasonably determines (which determination shall be conclusive, absent manifest error) that LIBOR borrowings of such Currency will not adequately and fairly reflect the cost to such Lender the Lenders of making or maintaining LIBOR Loans of such LIBOR Margin Loan, Currency for such Interest Period; then the Administrative Agent shall give the Borrower and each Lender prompt notice thereof and, so long as such condition remains in effect, (i) the Lenders shall be under no obligation to, and shall not, make additional LIBOR LoansLoans of such Currency, Continue LIBOR Loans in such Currency or Convert Loans into LIBOR Loans of such Currency and, unless repaid by Borrower (i) any Loan Notice of borrower with respect to a LIBOR Loan of such affected Currency shall be automatically withdrawn and the Borrower shallshall be deemed a request for (x) a Base Rate Loan, with respect to Loans denominated in Dollars, or (y) an Alternate Rate Loan, with respect to Loans denominated in any Alternative Currency, (ii) if such event relates to LIBOR Loans denominated in Dollars, each LIBOR Loan denominated in Dollars will automatically, on the last day of each the then current Interest Period for each outstanding LIBOR Loanapplicable thereto, either repay such Loan or Convert such Loan into a Daily Rate Loan (provided, however, if the Daily LIBOR Rate is prohibited or unavailable to Administrative Agent in Administrative Agent’s good faith determination, such Loan shall Convert to become a Base Rate Loan) , and (iiiii) if such event relates to LIBOR Loans denominated in any Alternative Currency, each LIBOR Loan denominated in such Alternative Currency will automatically, on the case last day of clause (c) abovethe then current Interest Period applicable thereto, become an Alternate Rate Loan, and the obligations of the Lenders to make LIBOR Loans of such Currency shall be suspended until the Agent determines that the circumstances giving rise to such suspension no Lender that has outstanding a Bid longer exist, whereupon the Agent shall so notify the Borrower and the Lenders; provided that, for the avoidance of doubt, if the circumstances giving rise to the notice referenced above affect only the LIBOR Rate Quote with respect to borrowings denominated in a single Currency, the provisions of this Section 4.2 shall apply only to LIBOR Margin Loan Loans denominated in such Currency, and borrowings of LIBOR Loans denominated in other Currencies shall be under any obligation to make such Loanpermitted.
Appears in 1 contract
Samples: Credit Agreement (Epr Properties)
Suspension of LIBOR Loans. Anything (a) Subject to clause (b) below, anything herein to the contrary notwithstanding, if, on or prior to the determination of Adjusted LIBOR for any Interest Period:
(a) the Administrative Agent reasonably determines (which determination shall be conclusive, absent manifest error) that reasonable and adequate means do not exist for ascertaining LIBOR or Adjusted LIBOR for such Interest Period;
(b) the Administrative Agent reasonably determines (which determination shall be conclusive) that quotations of interest rates for the relevant deposits referred to in the definition of LIBOR are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for LIBOR Loans as provided herein or is otherwise unable to determine LIBOR, herein; or
(bc) the Administrative Agent reasonably determines (which determination shall be conclusive, absent manifest error) that the relevant rates of interest referred to in the definition of LIBOR upon the basis of which the rate of interest for LIBOR Loans for such Interest Period is to be determined are not likely to adequately cover the cost to any Lender of making or maintaining LIBOR Loans for such Interest Period; or
(c) any Lender that has outstanding a Bid Rate Quote with respect to a LIBOR Margin Loan reasonably determines (which determination shall be conclusive, absent manifest error) that LIBOR will not adequately and fairly reflect the cost to such Lender of making or maintaining such LIBOR Margin Loan, then the Administrative Agent shall give the Borrower and each Lender prompt notice thereof and, so long as such condition remains in effect, (i) the Lenders shall be under no obligation to, and shall not, make additional LIBOR Loans, Continue LIBOR Loans or Convert Loans into LIBOR Loans Loans, and the Borrower shall, on the last day of each current Interest Period for each outstanding LIBOR Loan, either repay prepay such Loan or Convert such Loan into a Daily Base Rate Loan.
(b) Notwithstanding anything to the contrary herein or in any other Loan (provided, howeverDocument, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Daily LIBOR Rate Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is prohibited determined in accordance with clause (1) or unavailable (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment or further action or consent of any other party hereto or to any other Loan Document, and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting that occurs more than five (5) Business Days after the date notice of such Benchmark Replacement is provided to the Lenders, without any amendment or further action or consent of any other party hereto or to any other Loan Document, so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Requisite Lenders. Borrower shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the negotiation or enforcement of the terms hereof or any related matters contemplated in this Section 5.2(b)-(f) (this “Section”). For purposes of this Section, any interest rate hedging agreement related to the loan evidenced hereby shall be excluded from the definition of a “Loan Document.” The parties hereto acknowledge that a Benchmark Transition Event has occurred with respect to LIBOR with the public announcements on March 5, 2021, by the ICE Benchmark Administration (IBA) and the U.K. Financial Conduct Authority (FCA), that the IBA will permanently cease to publish all remaining tenors of LIBOR on June 30, 2023, for which the related Benchmark Replacement Date is anticipated to be June 30, 2023.
(c) In connection with the implementation and administration of a Benchmark Replacement, the Administrative Agent’s good faith Agent will in consultation with the Borrower have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party hereto or to any other Loan Documents.
(d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, such Loan shall Convert decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.2, including any determination with respect to a Base Rate Loantenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 5.2.
(e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBOR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) in the case of if a tenor that was removed pursuant to clause (ci) aboveabove either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no Lender longer, subject to an announcement that has outstanding it is or will no longer be representative for a Bid Rate Quote with respect Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.
(f) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke (as applicable) any request for a LIBOR borrowing or, conversion to or continuation of LIBOR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to a LIBOR Margin Loan loan that shall accrue interest at the Base Rate. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be under used in any obligation to make such Loandetermination of the Base Rate.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Broadstone Net Lease, Inc.)
Suspension of LIBOR Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of LIBOR for any Interest Period:
(a) If the Administrative Agent reasonably determines or the Requisite Lenders determine
(which determination shall be conclusive, absent manifest errori) that quotations deposits of interest rates for the relevant deposits referred a type and maturity appropriate to in the definition of match fund LIBOR Loans are not being provided available to such Lenders in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for LIBOR Loans as provided herein or is otherwise unable to determine LIBORmarket, or
(b) the Administrative Agent reasonably determines (which determination shall be conclusive, absent manifest errorii) that the relevant rates of interest referred rate applicable to in the definition of LIBOR upon the basis of which the rate of interest for LIBOR Loans for such Interest Period is to be determined are not likely to ascertainable or does not adequately cover and fairly reflect the cost to any Lender the Lenders of making or maintaining LIBOR Loans for such Interest Period; or, then the Agent shall suspend the availability of LIBOR Loans and require any affected LIBOR Loans to be repaid or Converted to Base Rate Loans, subject to the payment of any funding indemnification amounts required by Section 4.4.
(cb) any Lender that has outstanding a Bid Rate Quote with respect to a LIBOR Margin Loan reasonably Notwithstanding the foregoing, in the event the Agent determines (which determination shall be conclusive, conclusive absent manifest error) that LIBOR will not adequately and fairly reflect the cost to such Lender of making or maintaining such LIBOR Margin Loan, then the Administrative Agent shall give the Borrower and each Lender prompt notice thereof and, so long as such condition remains in effect, (i) the Lenders circumstances set forth in Section 4.2(a)(ii) have arisen and such circumstances are unlikely to be temporary, (ii) ICE Benchmark Administration (or any Person that takes over the administration of such rate) discontinues its administration and publication of interest settlement rates for deposits in Dollars, or (iii) the supervisor for the administrator of the interest settlement rate described in clause (ii) of this Section 4.2(b) or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which such interest settlement rate shall no longer be under no obligation toused for determining interest rates for loans, and shall not, make additional LIBOR Loans, Continue LIBOR Loans or Convert Loans into LIBOR Loans then the Agent and the Borrower shallshall seek to jointly agree upon an alternate rate of interest to LIBOR that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, on and the last day Agent and the Borrower shall enter into an amendment to this Agreement to reflect such alternate rate of each current Interest Period for each outstanding interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 12.6, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Agent shall not have received, within five (5) Business Days of the date a copy of such amendment is provided to the Lenders, a written notice from the Requisite Lenders stating that such Requisite Lenders object to such amendment. If any of the events described in clauses (i), (ii) and (iii) of the first sentence of this Section 4.2(b) shall occur, then until an alternate rate of interest shall be determined in accordance with this Section 4.2(b), (x) any request pursuant to Section 2.6 or Section 2.7 that requests the Conversion of any Loan to, or Continuation of any Loan as, a LIBOR Loan shall be ineffective and any such Loan shall be Continued as or Converted to, as the case may be, a Base Rate Loan, and (y) if any request pursuant to Section 2.1(b) requests a LIBOR Loan, either repay such Loan or Convert such Loan into a Daily Rate Loan (provided, however, if the Daily LIBOR Rate is prohibited or unavailable to Administrative Agent in Administrative Agent’s good faith determination, such Loan shall Convert to be made as a Base Rate Loan. If the alternate rate of interest determined pursuant to this Section 4.2(b) and shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement (ii) except for any portion of the Loans identified by the Borrower to the Agent in the case of clause (c) above, no Lender that has outstanding a Bid Rate Quote with respect writing as being subject to a LIBOR Margin Loan shall be under any obligation to make swap agreement of the Borrower that provides a hedge against fluctuations in interest rates in respect of such LoanLoans and has not elected the “zero interest rate method”).
Appears in 1 contract
Samples: Term Loan Agreement (Piedmont Office Realty Trust, Inc.)
Suspension of LIBOR Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of LIBOR any LIBO Rate for any Interest Period:
(a) the Administrative Agent reasonably determines (which determination shall be conclusive, absent manifest error) that quotations of interest rates for the relevant deposits referred to in the definition of LIBOR LIBO Rate are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for LIBOR Loans as provided herein or is otherwise unable to determine LIBORthe LIBO Rate, or
(b) the Administrative Agent any Lender reasonably determines (which determination shall be conclusive, absent manifest error) that the relevant rates of interest referred to in the definition of LIBOR LIBO Rate upon the basis of which the rate of interest for LIBOR Loans for such Interest Period is to be determined are not likely adequately to adequately cover the cost to any such Lender of making or maintaining LIBOR Loans for such Interest Period; or
(c) any Lender that has outstanding a Bid Rate Quote with respect to a LIBOR Margin Loan reasonably determines (which determination shall be conclusive, absent manifest error) that LIBOR the LIBO Rate will not adequately and fairly reflect the cost to such Lender of making or maintaining such LIBOR Margin Loan, ; then the Administrative Agent shall give the Borrower Borrowers and each Lender prompt notice thereof and, so long as such condition remains in effect, (i) in the case of clause (a) or (b) above, the Lenders shall be under no obligation to, and shall not, make additional LIBOR Loans, Continue LIBOR Loans or Convert Loans into LIBOR Loans and the each Borrower shall, on the last day of each current Interest Period for each outstanding LIBOR LoanLoan owing by such Borrower, either repay prepay such Loan or Convert such Loan into a Daily Base Rate Loan (provided, however, if the Daily LIBOR Rate is prohibited or unavailable to Administrative Agent in Administrative Agent’s good faith determination, such Loan shall Convert to a Base Rate Loan) and (ii) in the case of clause (c) above, no Lender that has outstanding a Bid Rate Quote with respect to a LIBOR Margin Loan shall be under any obligation to make such Loan.
Appears in 1 contract
Suspension of LIBOR Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of LIBOR any LIBO Rate for any Interest Period:
(a) the Administrative Agent reasonably determines (which determination shall be conclusive, absent manifest error) that quotations of interest rates for the relevant deposits referred to in the definition of LIBOR LIBO Rate are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for LIBOR Loans as provided herein or is otherwise unable to determine LIBOR, LIBO Rate; or
(b) the Administrative Agent reasonably determines (which determination shall be conclusive, absent manifest error) that the relevant rates of interest referred to in the definition of LIBOR LIBO Rate upon the basis of which the rate of interest for LIBOR Loans for such Interest Period is to be determined are not likely to adequately cover the cost to any Lender of making or maintaining LIBOR Loans for such Interest Period; or
(c) any Lender that has outstanding a Bid Rate Quote with respect to a LIBOR Margin Loan reasonably determines (which determination shall be conclusive, absent manifest error) that LIBOR LIBO Rate will not adequately and fairly reflect the cost to such Lender of making or maintaining such LIBOR Margin Loan, ; then the Administrative Agent shall give the Borrower and each Lender prompt notice thereof and, so long as such condition remains in effect, (i) in the case of clause (a) or (b) above, the Lenders shall be under no obligation to, and shall not, make additional LIBOR Loans, Continue LIBOR Loans or Convert Loans into LIBOR Loans and the Borrower shall, on the last day of each current Interest Period for each outstanding LIBOR Loan, either repay prepay such Loan or Convert such Loan into a Daily Base Rate Loan (provided, however, if the Daily LIBOR Rate is prohibited or unavailable to Administrative Agent in Administrative Agent’s good faith determination, such Loan shall Convert to a Base Rate Loan) and (ii) in the case of clause (c) above, no Lender that has outstanding a Bid Rate Quote with respect to a LIBOR Margin Loan shall be under any obligation to make such Loan.
Appears in 1 contract
Suspension of LIBOR Loans. (a) Anything Subject to clauses (b), (c), (d), (e) and (f) of this Section 5.2, anything herein to the contrary notwithstanding, if, on or prior to the determination of Adjusted LIBOR for any Interest Period:
(a) the Administrative Agent reasonably determines (which determination shall be conclusive, absent manifest error) that reasonable and adequate means do not exist for ascertaining LIBOR or Adjusted LIBOR for such Interest Period;
(ii) (b) the Administrative Agent reasonably determines (which determination shall be conclusive) that quotations of interest rates for the relevant deposits referred to in the definition of LIBOR are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for LIBOR Loans as provided herein or is otherwise unable to determine LIBOR, herein; or
(biii) (c) the Administrative Agent reasonably determines (which determination shall be conclusive, absent manifest error) that the relevant rates of interest referred to in the definition of LIBOR upon the basis of which the rate of interest for LIBOR Loans for such Interest Period is to be determined are not likely to adequately cover the cost to any Lender of making or maintaining LIBOR Loans for such Interest Period; or
(c) any Lender that has outstanding a Bid Rate Quote with respect to a LIBOR Margin Loan reasonably determines (which determination shall be conclusive, absent manifest error) that LIBOR will not adequately and fairly reflect the cost to such Lender of making or maintaining such LIBOR Margin Loan, then the Administrative Agent shall give the Borrower and each Lender prompt notice thereof and, so long as such condition remains in effect, (i) the Lenders shall be under no obligation to, and shall not, make additional LIBOR Loans, Continue LIBOR Loans or Convert Loans into LIBOR Loans Loans, and the Borrower shall, on the last day of each current Interest Period for each outstanding LIBOR Loan, either repay prepay such Loan or Convert such Loan into a Daily Base Rate Loan.
(b) Notwithstanding anything to the contrary herein or in any other Loan (provided, howeverDocument, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Daily LIBOR Rate Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is prohibited determined in accordance with clause (1) or unavailable (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment or further action or consent of any other party hereto or to any other Loan Document, and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting that occurs more than five (5) Business Days after the date notice of such Benchmark Replacement is provided to the Lenders, without any amendment or further action or consent of any other party hereto or to any other Loan Document, so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Requisite Lenders. Borrower shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the negotiation or enforcement of the terms hereof or any related matters contemplated in this Section 5.2(b)-(f) (this “Section”). For purposes of this Section, any interest rate hedging agreement related to the loan evidenced hereby shall be excluded from the definition of a “Loan Document.”
(c) In connection with the implementation and administration of a Benchmark Replacement, the Administrative Agent’s good faith Agent will in consultation with the Borrower have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party hereto or to any other Loan Documents.
(d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, such Loan shall Convert decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.2, including any determination with respect to a Base Rate Loantenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 5.2.
(e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR or LIBOR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) in the case of if a tenor that was removed pursuant to clause (ci) aboveabove either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no Lender longer, subject to an announcement that has outstanding it is or will no longer be representative for a Bid Rate Quote with respect Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.
(f) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke (as applicable) any request for a LIBOR borrowing or, conversion to or continuation of LIBOR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to a LIBOR Margin Loan loan that shall accrue interest at the Base Rate. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be under used in any obligation to make such Loandetermination of the Base Rate.
Appears in 1 contract
Suspension of LIBOR Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of LIBOR for any Interest Period:
(a) the Administrative Agent reasonably determines (which determination shall be conclusive, absent manifest error) that reasonable and adequate means do not exist for ascertaining LIBOR for such Interest Period;
(b) the Administrative Agent reasonably determines (which determination shall be conclusive) that quotations of interest rates for the relevant deposits referred to in the definition of LIBOR are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for LIBOR Loans as provided herein or is otherwise unable to determine LIBOR, herein; or
(bc) the Administrative Agent reasonably determines (which determination shall be conclusive, absent manifest error) that the relevant rates of interest referred to in the definition of LIBOR upon the basis of which the rate of interest for LIBOR Loans for such Interest Period is to be determined are not likely to adequately cover the cost to any Lender of making or maintaining LIBOR Loans for such Interest Period; or
(c) any Lender that has outstanding a Bid Rate Quote with respect to a LIBOR Margin Loan reasonably determines (which determination shall be conclusive, absent manifest error) that LIBOR will not adequately and fairly reflect the cost to such Lender of making or maintaining such LIBOR Margin Loan, then the Administrative Agent shall give the Borrower and each Lender prompt notice thereof and, so long as such condition remains in effect, (i) the Lenders shall be under no obligation to, and shall not, make additional LIBOR Loans, Continue LIBOR Loans or Convert Loans into LIBOR Loans and the Borrower shall, on the last day of each current Interest Period for each outstanding LIBOR Loan, either repay prepay such Loan or Convert such Loan into a Daily Base Rate Loan. Notwithstanding anything to the contrary in this Agreement or any other Loan (provided, howeverDocuments, if the Daily LIBOR Rate is prohibited or unavailable to Administrative Agent in determines (which determination shall be conclusive absent manifest error), or the Borrower or Requisite Lenders notify the Administrative Agent’s good faith determinationAgent (with, such Loan shall Convert to a Base Rate Loan) and (ii) in the case of clause the Requisite Lenders, a copy to Borrower) that the Borrower or Requisite Lenders (as applicable) have determined, that:
(a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or
(b) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or
(c) abovesyndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Requisite Lenders have delivered to the Administrative Agent written notice that such Requisite Lenders do not accept such amendment. If no Lender that LIBOR Successor Rate has outstanding a Bid Rate Quote with respect been determined and the circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to a make or maintain LIBOR Margin Loan Loans shall be under suspended, (to the extent of the affected LIBOR Loans or Interest Periods), and (y) the LIBOR Market Index Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any obligation pending request for a borrowing of, conversion to make or continuation of LIBOR Loans (to the extent of the affected LIBOR Loans or Interest Periods) or, failing that, will be deemed to have converted such Loan.request into a request for a borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement. As used above:
Appears in 1 contract
Suspension of LIBOR Loans. (a) Anything herein to the contrary notwithstandingnotwithstanding (other than Section 5.2.(b)), if, on or prior to the determination of LIBOR for any Interest Period:
(ai) the Administrative Agent shall determine (which determination shall be conclusive) that reasonable and adequate means do not exist for ascertaining LIBOR for such Interest Period;
(ii) the Administrative Agent reasonably determines (which determination shall be conclusive, absent manifest error) that quotations of interest rates for the relevant deposits referred to in the definition of LIBOR are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for LIBOR Loans as provided herein or is otherwise unable to determine LIBOR, orherein;
(biii) the Administrative Agent reasonably determines (which determination shall be conclusive, conclusive absent manifest error) that the relevant rates of interest referred to in the definition of LIBOR upon the basis of which the rate of interest for LIBOR Loans for such Interest Period is to be determined are not likely to adequately cover the cost to any Lender the Lenders of making or maintaining LIBOR Loans for such Interest Period; or
(civ) any Lender the Requisite Lenders advise the Administrative Agent that has outstanding a Bid Rate Quote with respect the relevant rates of interest referred to a in the definition of LIBOR Margin Loan reasonably determines (which determination shall be conclusivefor such Interest Period as determined by the Administrative Agent, absent manifest error) that LIBOR will not adequately and fairly reflect the cost to such Lender Lenders of making or maintaining their LIBOR Loans for such LIBOR Margin Loan, Interest Period; then the Administrative Agent shall give the Borrower Representative and each Lender prompt notice thereof and, so long as such condition remains in effect, (i) the Lenders shall be under no obligation to, and shall not, make additional LIBOR Loans, Continue LIBOR Loans or Convert Loans into LIBOR Loans and the Borrower Borrowers shall, on the last day of each current Interest Period for each outstanding LIBOR Loan, either repay prepay such Loan or Convert such Loan into a Daily Base Rate Loan.
(b) Notwithstanding anything to the contrary in this Agreement or any other Loan (provided, howeverDocuments, if the Daily LIBOR Rate is prohibited or unavailable to Administrative Agent in determines (which determination shall be conclusive absent manifest error), or the Borrower Representative or Requisite Lenders notify the Administrative Agent’s good faith determinationAgent (with, such Loan shall Convert to a Base Rate Loan) and (ii) in the case of the Requisite Lenders, a copy to the Borrower Representative) that the Borrower Representative or Requisite Lenders (as applicable) have determined, that:
(i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or
(ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or
(iii) syndicated loans currently being executed, or that include language similar to that contained in this Section 5.2.(b), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrowers may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Requisite Lenders have delivered to the Administrative Agent written notice that such Requisite Lenders do not accept such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower Representative. If no LIBOR Successor Rate has been determined and the circumstances under clause (ci) aboveabove exist or the Scheduled Unavailability Date has occurred (as applicable), no Lender that has outstanding a Bid Rate Quote with respect the Administrative Agent will promptly so notify the Borrower Representative and each Lender. Thereafter, (x) the obligation of the Lenders to a make or maintain LIBOR Margin Loan Loans shall be under suspended (to the extent of the affected LIBOR Loans or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower Representative may revoke any obligation pending request for a borrowing of, Conversion to make or Continuation of LIBOR Loans (to the extent of the affected LIBOR Loans or Interest Periods) or, failing that, will be deemed to have converted such Loanrequest into a request for Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.
Appears in 1 contract
Samples: Delayed Draw Term Loan Agreement (Park Hotels & Resorts Inc.)
Suspension of LIBOR Loans. (a) Anything herein to the contrary notwithstanding, if, on or prior to the determination of Adjusted LIBOR for any Interest Period:
(ai) the Administrative Agent reasonably determines (which determination shall be conclusive, absent manifest error) that quotations by reason of interest rates for circumstances affecting the relevant deposits referred to in the definition of market, adequate and reasonable means do not exist for ascertaining Adjusted LIBOR are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for LIBOR Loans as provided herein or is otherwise unable to determine LIBORsuch Interest Period, or
(bii) the Administrative Agent reasonably determines (which determination shall be conclusive, absent manifest error) that the relevant rates of interest referred to in the definition of Adjusted LIBOR upon the basis of which the rate of interest for LIBOR Loans for such Interest Period is to be determined are will not likely to adequately cover and fairly reflect the cost to any Lender the Lenders of making or maintaining LIBOR Loans for such Interest Period; or
(c) any Lender that has outstanding a Bid Rate Quote with respect to a LIBOR Margin Loan reasonably determines (which determination shall be conclusive, absent manifest error) that LIBOR will not adequately and fairly reflect the cost to such Lender of making or maintaining such LIBOR Margin Loan, then the Administrative Agent shall give the Borrower and each Lender prompt notice thereof and, so long as such condition remains in effect, (i) the Lenders shall be under no obligation to, and shall not, make additional LIBOR Loans, Continue LIBOR Loans or Convert Loans into LIBOR Loans and the Borrower shall, on the last day of each current Interest Period for each outstanding LIBOR Loan, either repay such Loan or Convert such Loan into a Daily Base Rate Loan Loan.
(provided, however, if b) If at any time the Daily Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 5.2.(a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 5.2.(a)(i) have not arisen but the supervisor for the administrator of the LIBOR Screen Rate is prohibited or unavailable to a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Screen Rate or similar reference shall no longer be used for determining interest rates for loans, then the Agent and the Borrower shall endeavor to establish an alternate rate of interest to Adjusted LIBOR that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in Administrative Agent’s good faith determinationthe United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin). Agent may require each Guarantor to consent to such amendment. Notwithstanding anything to the contrary in Section 13.6., such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest and a copy of the proposed amendment is provided to the Lenders, a written notice from the Requisite Lenders stating that such Requisite Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 5.02.(b), only to the extent the LIBOR Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any request for the Conversion of any Loan to, or Continuation of any Loan as, a LIBOR Loan shall Convert to be ineffective and (y) if any Notice of Borrowing requests a LIBOR Loan, such borrowing shall be made as a Base Rate Loan) and (ii) in the case ; provided that, if such alternate rate of clause (c) above, no Lender that has outstanding a Bid Rate Quote with respect to a LIBOR Margin Loan interest shall be under any obligation less than zero, such rate shall be deemed to make such Loanbe zero for the purposes of this Agreement.”
(h) By deleting in its entirety Section 7.1.(z) of the Credit Agreement, and inserting in lieu thereof the following:
Appears in 1 contract
Suspension of LIBOR Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of LIBOR for any Interest Period:
(a) Except as otherwise provided in Sections 4.2(c)-(f) with respect to the LIBOR Termination Date, if any Lender shall determine (which determination shall, upon notice thereof to the Borrower and the Administrative Agent, be conclusive and binding on the Borrower) that, after the Effective Date, (i) the introduction of or any change in or in the interpretation of any law makes it unlawful, or (ii) any Governmental Authority asserts that it is unlawful, for such Lender to make or continue any Loan as, or to convert (if permitted pursuant to this Agreement) any Loan into, a LIBOR Loan, the obligations of such Lender to make, continue or convert into any such LIBOR Loan shall, upon such determination, be suspended until such Lender shall notify the Administrative Agent reasonably determines (which determination shall be conclusivethat the circumstances causing such suspension no longer exist, absent manifest error) that quotations of interest rates for the relevant deposits referred to in the definition of LIBOR are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for and all outstanding LIBOR Loans as provided herein payable to such Lender shall automatically convert (if conversion is permitted under this Agreement) into a Base Rate Loan, or be repaid (if no conversion is otherwise unable to determine LIBORpermitted) at the end of the then current Interest Periods with respect thereto or sooner, orif required by law or such assertion.
(b) Except as otherwise provided in Sections 4.2(c)-(f) with respect to the LIBOR Termination Date, if the Administrative Agent reasonably determines (which determination shall be conclusive, absent manifest error) or the Requisite Lenders determine that for any reason adequate and reasonable means do not exist for determining LIBOR or the relevant rates of interest referred to in the definition of Daily LIBOR upon the basis of which the rate of interest Rate for LIBOR Loans for such any requested Interest Period is to be determined are not likely to adequately cover the cost to any Lender of making or maintaining LIBOR Loans for such Interest Period; or
(c) any Lender that has outstanding a Bid Rate Quote with respect to a proposed LIBOR Margin Loan reasonably determines (which determination shall be conclusiveLoan, absent manifest error) or that LIBOR will or the Daily LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to the Lenders of funding such Lender Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of making the Lenders to make or maintaining maintain such LIBOR Margin LoanLoan shall be suspended until the Administrative Agent (upon the instruction of the Requisite Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of such LIBOR Loan or, failing that, will be deemed to have converted such request into a request for a borrowing of a Base Rate Loan in the amount specified therein.
(c) Notwithstanding the foregoing, if the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that either (x)(i) the circumstances set forth in Section 4.2(b) have arisen and such circumstances are unlikely to be temporary, or (ii) the circumstances set forth in Section 4.2(b) have not arisen but the applicable supervisor or administrator (if any) of LIBOR or the Daily LIBOR Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying the specific date after which LIBOR or the Daily LIBOR Rate shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (y) a rate other than LIBOR and the Daily LIBOR Rate has become a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market, then the Administrative Agent shall give may (in consultation with the Borrower Borrower) choose a replacement index for LIBOR and each Lender prompt notice thereof and, so long as such condition remains in effect, (i) the Lenders shall be under no obligation to, and shall not, make additional LIBOR Loans, Continue LIBOR Loans or Convert Loans into LIBOR Loans and the Borrower shall, on the last day of each current Interest Period for each outstanding LIBOR Loan, either repay such Loan or Convert such Loan into a Daily Rate Loan (provided, however, if the Daily LIBOR Rate is prohibited or unavailable and make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, to the extent practicable, the all-in interest rate based on the replacement index will be substantially equivalent to the all-in LIBOR based interest rate in effect prior to its replacement.
(d) The Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins and such other related amendments as may be appropriate, in the discretion of the Administrative Agent’s good faith determination, for the implementation and administration of the replacement index-based rate. Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, without limitation, Section 13.6), such Loan amendment shall Convert become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. (Cleveland, Ohio time) on the tenth (10) Business Day after the date a draft of the amendment is provided to the Lenders, unless the Administrative Agent receives, on or before such tenth (10) Business Day, a written notice from the Requisite Lenders stating that such Lenders object to such amendment.
(e) Selection of the replacement index, adjustments to the applicable margins, and amendments to this Agreement (i) will be determined with due consideration to the then-current market practices for determining and implementing a rate of interest for newly originated loans in the United States and loans converted from a LIBOR based rate to a Base Rate Loan) replacement index-based rate, and (ii) may also reflect adjustments to account for (x) the effects of the transition from LIBOR to the replacement index and (y) yield or risk-based differences between LIBOR and the replacement index.
(f) Until an amendment reflecting a new replacement index in the case accordance with this Section 4.2 is effective, each advance, conversion and renewal of clause (c) above, no Lender that has outstanding a Bid Rate Quote with respect to a LIBOR Margin Loan will continue to bear interest with reference to LIBOR or the Daily LIBOR Rate, provided however, that if the Administrative Agent determines (which determination shall be under final and conclusive, absent manifest error) that a LIBOR Termination Date has occurred, then following the LIBOR Termination Date, all LIBOR Loans shall automatically be converted to Base Rate Loans until such time as an amendment reflecting a replacement index and related matters as described above is implemented.
(g) Notwithstanding anything to the contrary contained herein, if at any obligation time the replacement index is less than zero, at such times, such index shall be deemed to make such Loanbe zero for purposes of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (HC Government Realty Trust, Inc.)
Suspension of LIBOR Loans. (a) Anything herein to the contrary notwithstandingnotwithstanding (other than Section 5.2.(b)), if, on or prior to the determination of LIBOR for any Interest Period:
(ai) the Administrative Agent shall determine (which determination shall be conclusive) that reasonable and adequate means do not exist for ascertaining LIBOR for such Interest Period;
(ii) the Administrative Agent reasonably determines (which determination shall be conclusive, absent manifest error) that quotations of interest rates for the relevant deposits referred to in the definition of LIBOR are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for LIBOR Loans as provided herein or is otherwise unable to determine LIBOR, orherein;
(biii) the Administrative Agent reasonably determines (which determination shall be conclusive, conclusive absent manifest error) that the relevant rates of interest referred to in the definition of LIBOR upon the basis of which the rate of interest for LIBOR Loans for such Interest Period is to be determined are not likely to adequately cover the cost to any Lender the Lenders of making or maintaining LIBOR Loans for such Interest Period; or
(civ) any Lender the Requisite Lenders advise the Administrative Agent that has outstanding a Bid Rate Quote with respect the relevant rates of interest referred to a in the definition of LIBOR Margin Loan reasonably determines (which determination shall be conclusivefor such Interest Period as determined by the Administrative Agent, absent manifest error) that LIBOR will not adequately and fairly reflect the cost to such Lender Lenders of making or maintaining their LIBOR Loans for such LIBOR Margin Loan, Interest Period; then the Administrative Agent shall give the Borrower Representative and each Lender prompt notice thereof and, so long as such condition remains in effect, (i) the Lenders shall be under no obligation to, and shall not, make additional LIBOR Loans, Continue LIBOR Loans or Convert Loans into LIBOR Loans and the Borrower Borrowers shall, on the last day of each current Interest Period for each outstanding LIBOR Loan, either repay prepay such Loan or Convert such Loan into a Daily Base Rate Loan.
(b) Notwithstanding anything to the contrary in this Agreement or any other Loan (provided, howeverDocuments, if the Daily LIBOR Rate is prohibited or unavailable to Administrative Agent in determines (which determination shall be conclusive absent manifest error), or the Borrower Representative or Requisite Lenders notify the Administrative Agent’s good faith determinationAgent (with, such Loan shall Convert to a Base Rate Loan) and (ii) in the case of the Requisite Lenders, a copy to the Borrower Representative) that the Borrower Representative or Requisite Lenders (as applicable) have determined, that:
(i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or
(ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or
(iii) syndicated loans currently being executed, or that include language similar to that contained in this Section 5.2.(b), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrowers may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Requisite Lenders have delivered to the Administrative Agent written notice that such Requisite Lenders do not accept such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower Representative. If no LIBOR Successor Rate has been determined and the circumstances under clause (ci) aboveabove exist or the Scheduled Unavailability Date has occurred (as applicable), no Lender that has outstanding a Bid Rate Quote with respect the Administrative Agent will promptly so notify the Borrower Representative and each Lender. Thereafter, (x) the obligation of the Lenders to a make or maintain LIBOR Margin Loan Loans shall be under suspended (to the extent of the affected LIBOR Loans or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower Representative may revoke any obligation pending request for a borrowing of, Conversion to make or Continuation of LIBOR Loans (to the extent of the affected LIBOR Loans or Interest Periods) or, failing that, will be deemed to have converted such Loanrequest into a request for Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than 0.25% for purposes of this Agreement.
Appears in 1 contract
Suspension of LIBOR Loans. Anything (a) Subject to clause (b) below, anything herein to the contrary notwithstanding, if, on or prior to the determination of Adjusted LIBOR for any Interest Period:
(a) the Administrative Agent reasonably determines (which determination shall be conclusive, absent manifest error) that reasonable and adequate means do not exist for ascertaining LIBOR or Adjusted LIBOR for such Interest Period;
(b) the Administrative Agent reasonably determines (which determination shall be conclusive) that quotations of interest rates for the relevant deposits referred to in the definition of LIBOR are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for LIBOR Loans as provided herein or is otherwise unable to determine LIBOR, herein; or
(bc) the Administrative Agent reasonably determines (which determination shall be conclusive, absent manifest error) that the relevant rates of interest referred to in the definition of LIBOR upon the basis of which the rate of interest for LIBOR Loans for such Interest Period is to be determined are not likely to adequately cover the cost to any Lender of making or maintaining LIBOR Loans for such Interest Period; or
(c) any Lender that has outstanding a Bid Rate Quote with respect to a LIBOR Margin Loan reasonably determines (which determination shall be conclusive, absent manifest error) that LIBOR will not adequately and fairly reflect the cost to such Lender of making or maintaining such LIBOR Margin Loan, then the Administrative Agent shall give the Borrower and each Lender prompt notice thereof and, so long as such condition remains in effect, (i) the Lenders shall be under no obligation to, and shall not, make additional LIBOR Loans, Continue LIBOR Loans or Convert Loans into LIBOR Loans Loans, and the Borrower shall, on the last day of each current Interest Period for each outstanding LIBOR Loan, either repay prepay such Loan or Convert such Loan into a Daily Base Rate Loan.
(b) Notwithstanding anything to the contrary herein or in any other Loan (provided, howeverDocument, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Daily LIBOR Rate Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is prohibited determined in accordance with clause (1) or unavailable (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment or further action or consent of any other party hereto or to any other Loan Document, and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting that occurs more than five (5) Business Days after the date notice of such Benchmark Replacement is provided to the Lenders, without any amendment or further action or consent of any other party hereto or to any other Loan Document, so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Requisite Lenders. Borrower shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the negotiation or enforcement of the terms hereof or any related matters contemplated in this Section 5.2(b)-(f) (this “Section”). For purposes of this Section, any interest rate hedging agreement related to the loan evidenced hereby shall be excluded from the definition of a “Loan Document.”
(c) In connection with the implementation and administration of a Benchmark Replacement, the Administrative Agent’s good faith Agent will in consultation with the Borrower have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party hereto or to any other Loan Documents.
(d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, such Loan shall Convert decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.2, including any determination with respect to a Base Rate Loantenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 5.2.
(e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBOR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) in the case of if a tenor that was removed pursuant to clause (ci) aboveabove either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no Lender longer, subject to an announcement that has outstanding it is or will no longer be representative for a Bid Rate Quote with respect Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.
(f) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke (as applicable) any request for a LIBOR borrowing or, conversion to or continuation of LIBOR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to a LIBOR Margin Loan loan that shall accrue interest at the Base Rate. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be under used in any obligation to make such Loandetermination of the Base Rate.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Broadstone Net Lease, Inc.)
Suspension of LIBOR Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of LIBOR for any Interest Period:
(a) the Administrative Agent shall determine (which determination shall be conclusive) that reasonable and adequate means do not exist for the ascertaining LIBOR for such Interest Period;
(b) the Administrative Agent reasonably determines (which determination shall be conclusive, absent manifest error) that quotations of interest rates for the relevant deposits referred to in the definition of LIBOR are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for LIBOR Loans as provided herein or is otherwise unable to determine LIBOR, herein; or
(bc) the Administrative Agent reasonably determines (which determination shall be conclusive, conclusive absent manifest error) that the relevant rates of interest referred to in the definition of LIBOR upon the basis of which the rate of interest for LIBOR Loans for such Interest Period is to be determined are not likely to adequately cover the cost to any Lender of making or maintaining LIBOR Loans for such Interest Period; or
(c) any Lender that has outstanding a Bid Rate Quote with respect to a LIBOR Margin Loan reasonably determines (which determination shall be conclusive, absent manifest error) that LIBOR will not adequately and fairly reflect the cost to such Lender of making or maintaining such LIBOR Margin Loan, then the Administrative Agent shall give the Borrower and each Lender prompt notice thereof and, so long as such condition remains in effect, (i) the Lenders shall be under no obligation to, and shall not, make additional LIBOR Loans, Continue LIBOR Loans or Convert Loans into LIBOR Loans and the Borrower shall, on the last day of each current Interest Period for each outstanding LIBOR Loan, either repay prepay such Loan or Convert such Loan into a Daily Rate Loan (provided, however, if the Daily LIBOR Rate is prohibited or unavailable to Administrative Agent in Administrative Agent’s good faith determination, such Loan shall Convert to a Base Rate Loan) and . Notwithstanding any other provision of this Agreement, if any Lender shall determine (ii) in the case of clause (c) above, no Lender that has outstanding a Bid Rate Quote with respect to a LIBOR Margin Loan which determination shall be under any conclusive and binding) that it is unlawful for such Lender to honor its obligation to make or maintain LIBOR Loans hereunder, then such LoanLender shall promptly notify the Borrower thereof (with a copy of such notice to the Administrative Agent) and such Lender’s obligation to make or Continue, or to Convert Loans of any other Type into, LIBOR Loans shall be suspended, in each case, until such time as such Lender may again make and maintain LIBOR Loans (in which case the provisions of Section 5.5. shall be applicable).
Appears in 1 contract
Samples: Credit Agreement (Parkway, Inc.)
Suspension of LIBOR Loans. (a) Anything herein to the contrary notwithstandingnotwithstanding (other than Section 5.2.(b)), if, on or prior to the determination of LIBOR for any Interest Period:
(ai) the Administrative Agent shall determine (which determination shall be conclusive) that reasonable and adequate means do not exist for ascertaining LIBOR for such Interest Period;
(ii) the Administrative Agent reasonably determines (which determination shall be conclusive, absent manifest error) that quotations of interest rates for the relevant deposits referred to in the definition of LIBOR are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for LIBOR Loans as provided herein or is otherwise unable to determine LIBOR, orherein;
(biii) the Administrative Agent reasonably determines (which determination shall be conclusive, conclusive absent manifest error) that the relevant rates of interest referred to in the definition of LIBOR upon the basis of which the rate of interest for LIBOR Loans for such Interest Period is to be determined are not likely to adequately cover the cost to any Lender the Lenders of making or maintaining LIBOR Loans for such Interest Period; or
(civ) any Lender the Requisite Lenders advise the Administrative Agent that has outstanding a Bid Rate Quote with respect the relevant rates of interest referred to a in the definition of LIBOR Margin Loan reasonably determines (which determination shall be conclusivefor such Interest Period as determined by the Administrative Agent, absent manifest error) that LIBOR will not adequately and fairly reflect the cost to such Lender Lenders of making or maintaining their LIBOR Loans for such LIBOR Margin Loan, Interest Period; then the Administrative Agent shall give the Borrower Representative and each Lender prompt notice thereof and, so long as such condition remains in effect, (i) the Lenders shall be under no obligation to, and shall not, make additional LIBOR Loans, Continue LIBOR Loans or Convert Loans into LIBOR Loans and the Borrower Borrowers shall, on the last day of each current Interest Period for each outstanding LIBOR Loan, either repay prepay such Loan or Convert such Loan into a Daily Base Rate Loan.
(b) Notwithstanding anything to the contrary in this Agreement or any other Loan (provided, howeverDocuments, if the Daily LIBOR Rate is prohibited or unavailable to Administrative Agent in determines (which determination shall be conclusive absent manifest error), or the Borrower Representative or Requisite Lenders notify the Administrative Agent’s good faith determinationAgent (with, such Loan shall Convert to a Base Rate Loan) and (ii) in the case of the Requisite Lenders, a copy to the Borrower Representative) that the Borrower Representative or Requisite Lenders (as applicable) have determined, that:
(i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or
(ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or
(iii) syndicated loans currently being executed, or that include language similar to that contained in this Section 5.2.(b), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrowers may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Requisite Lenders have delivered to the Administrative Agent written notice that such Requisite Lenders do not accept such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower Representative. If no LIBOR Successor Rate has been determined and the circumstances under clause (ci) aboveabove exist or the Scheduled Unavailability Date has occurred (as applicable), no Lender that has outstanding a Bid Rate Quote with respect the Administrative Agent will promptly so notify the Borrower Representative and each Lender. Thereafter, (x) the obligation of the Lenders to a make or maintain LIBOR Margin Loan Loans shall be under suspended (to the extent of the affected LIBOR Loans or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower Representative may revoke any obligation pending request for a borrowing of, Conversion to make or Continuation of LIBOR Loans (to the extent of the affected LIBOR Loans or Interest Periods) or, failing that, will be deemed to have converted such Loanrequest into a request for Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero0.25% for purposes of this Agreement.
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Suspension of LIBOR Loans. (a) Anything herein to the contrary notwithstanding, if, on or prior to the determination of Adjusted LIBOR for any Interest Period:
(ai) the Administrative Agent reasonably determines (which determination shall be conclusive, absent manifest error) that quotations by reason of interest rates for circumstances affecting the relevant deposits referred to in the definition of market, adequate and reasonable means do not exist for ascertaining Adjusted LIBOR are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for LIBOR Loans as provided herein or is otherwise unable to determine LIBORsuch Interest Period, or
(bii) the Administrative Agent reasonably determines (which determination shall be conclusive, absent manifest error) that the relevant rates of interest referred to in the definition of Adjusted LIBOR upon the basis of which the rate of interest for LIBOR Loans for such Interest Period is to be determined are will not likely to adequately cover and fairly reflect the cost to any Lender the Lenders of making or maintaining LIBOR Loans for such Interest Period; or
(c) any Lender that has outstanding a Bid Rate Quote with respect to a LIBOR Margin Loan reasonably determines (which determination shall be conclusive, absent manifest error) that LIBOR will not adequately and fairly reflect the cost to such Lender of making or maintaining such LIBOR Margin Loan, then the Administrative Agent shall give the Borrower and each Lender prompt notice thereof and, so long as such condition remains in effect, (i) the Lenders shall be under no obligation to, and shall not, make additional LIBOR Loans, Continue LIBOR Loans or Convert Loans into LIBOR Loans and the Borrower shall, on the last day of each current Interest Period for each outstanding LIBOR Loan, either repay such Loan or Convert such Loan into a Daily Rate Loan (provided, however, if the Daily LIBOR Rate is prohibited or unavailable to Administrative Agent in Administrative Agent’s good faith determination, such Loan shall Convert to a Base Rate Loan.
(b) If at any time the Agent determines (which determination shall be final and conclusive, absent manifest error) that either (i) (A) the circumstances set forth in Section 5.2.(a) have arisen and are unlikely to be temporary, or (B) the circumstances set forth in Section 5.2.(a) have not arisen but the applicable supervisor or administrator (if any) of LIBOR or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying the specific date after which LIBOR shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (ii) a rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market, then the Agent and the Borrower shall endeavor to choose a replacement index for LIBOR and make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, to the extent practicable, the all-in interest rate based on the replacement index will be substantially equivalent to the all-in LIBOR based interest rate in effect prior to its replacement.
(c) The Agent, the Borrower and the Guarantors shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins and such other related amendments as may be appropriate, in the discretion of the Agent, for the implementation and administration of the replacement index-based rate. Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, without limitation, Section 13.6.), such amendment shall become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. (Cleveland, Ohio time) on the tenth (10th) Business Day after the date a draft of the amendment is provided to the Lenders, unless the Agent receives, on or before such tenth (10th) Business Day, a written notice from the Requisite Lenders stating that such Lenders object to such amendment. As a condition to such amendment becoming effective, Borrower shall provide evidence reasonably satisfactory to Agent that Borrower is and will be in compliance with the requirement of Section 8.16. to have an Interest Rate Hedge in place with respect to the replacement index.
(d) Selection of the replacement index, adjustments to the applicable margins, and amendments to this Agreement (i) will be determined with due consideration to the then-current market practices for determining and implementing a rate of interest for newly originated syndicated loans in the United States and loans converted from a LIBOR based rate to a replacement index-based rate, and (ii) may also reflect adjustments to account for (x) the effects of the transition from LIBOR to the replacement index and (y) yield or risk-based differences between LIBOR and the replacement index.
(e) Until an amendment reflecting a new replacement index in the case accordance with this Section 5.2. is effective, each advance, conversion and renewal of clause (c) above, no Lender that has outstanding a Bid Rate Quote with respect to a LIBOR Margin Loan will continue to bear interest with reference to LIBOR; provided however, that if the Agent determines (which determination shall be under final and conclusive, absent manifest error) that a LIBOR Termination Date has occurred, then following the LIBOR Termination Date, all LIBOR Loans shall automatically be converted to Base Rate Loans until such time as an amendment reflecting a replacement index and related matters as described above is implemented.
(f) Notwithstanding anything to the contrary contained herein, if at any obligation time the replacement index is less than zero, at such times, such index shall be deemed to make such Loanbe zero for purposes of this Agreement.
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Suspension of LIBOR Loans. (a) Anything herein to the contrary notwithstanding, if, on or prior to the determination of Adjusted LIBOR for any Interest Period:
(ai) the Administrative Agent reasonably determines (which determination shall be conclusive, absent manifest error) that quotations by reason of interest rates for circumstances affecting the relevant deposits referred to in the definition of market, adequate and reasonable means do not exist for ascertaining Adjusted LIBOR are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for LIBOR Loans as provided herein or is otherwise unable to determine LIBORsuch Interest Period, or
(bii) the Administrative Agent reasonably determines (which determination shall be conclusive, absent manifest error) that the relevant rates of interest referred to in the definition of Adjusted LIBOR upon the basis of which the rate of interest for LIBOR Loans for such Interest Period is to be determined are will not likely to adequately cover and fairly reflect the cost to any Lender the Lenders of making or maintaining LIBOR Loans for such Interest Period; or
(c) any Lender that has outstanding a Bid Rate Quote with respect to a LIBOR Margin Loan reasonably determines (which determination shall be conclusive, absent manifest error) that LIBOR will not adequately and fairly reflect the cost to such Lender of making or maintaining such LIBOR Margin Loan, then the Administrative Agent shall give the Borrower and each Lender prompt notice thereof and, so long as such condition remains in effect, (i) the Lenders shall be under no obligation to, and shall not, make additional LIBOR Loans, Continue LIBOR Loans or Convert Loans into LIBOR Loans and the Borrower shall, on the last day of each current Interest Period for each outstanding LIBOR Loan, either repay such Loan or Convert such Loan into a Daily Base Rate Loan Loan.
(provided, however, if b) If at any time the Daily Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 5.2.(a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 5.2.(a)(i) have not arisen but the supervisor for the administrator of the LIBOR Screen Rate is prohibited or unavailable to a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Screen Rate or similar reference shall no longer be used for determining interest rates for loans, then the Agent and the Borrower shall endeavor to establish an alternate rate of interest to Adjusted LIBOR that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in Administrative Agent’s good faith determinationthe United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin). Agent may require each Guarantor to consent to such amendment. Notwithstanding anything to the contrary in Section 13.6., such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest and a copy of the proposed amendment is provided to the Lenders, a written notice from the Requisite Lenders stating that such Requisite Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 5.02.(b), only to the extent the LIBOR Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any request for the Conversion of any Loan to, or Continuation of any Loan as, a LIBOR Loan shall Convert to be ineffective and (y) if any Notice of Borrowing requests a LIBOR Loan, such borrowing shall be made as a Base Rate Loan) and (ii) in the case ; provided that, if such alternate rate of clause (c) above, no Lender that has outstanding a Bid Rate Quote with respect to a LIBOR Margin Loan interest shall be under any obligation less than zero, such rate shall be deemed to make such Loanbe zero for the purposes of this Agreement.”
(e) By deleting in its entirety Section 7.1.(z) of the Credit Agreement, and inserting in lieu thereof the following:
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