Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. If on or prior to the first day of any Interest Period for any Borrowing of Eurodollar Loans: (a) the Administrative Agent in good faith determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, or (b) the Required Lenders in good faith advise the Administrative Agent that (i) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Eurodollar Loans for such Interest Period or (ii) that the making or funding of Eurodollar Loans becomes impracticable, then the Administrative Agent shall forthwith give notice thereof to the Borrower and the Lenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Eurodollar Loans shall be suspended. If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator of the LIBOR Index Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Index Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish 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, 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. Notwithstanding anything to the contrary in Section 12.13, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this section, (x) any borrowing request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, Eurodollar Loans shall be ineffective, and (y) any borrowing request that requests a Borrowing of Eurodollar Loans, shall be made as a Borrowing of Base Rate Loans; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Global Medical REIT Inc.), Credit Agreement (Global Medical REIT Inc.), Credit Agreement (American Finance Trust, Inc)
Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. If on or (a) In the event, prior to the first day of any Interest Period for any Borrowing of Eurodollar LIBOR Rate Loans:
(ai) the Administrative Agent in good faith determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, or
(bii) the Required Lenders in good faith advise the Administrative Agent that (iA) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Eurodollar LIBOR Rate Loans for such Interest Period or (iiB) that the making or funding of Eurodollar LIBOR Rate Loans becomes become impracticable, then the Administrative Agent shall forthwith give written notice thereof to the Borrower Borrowers and the Lenders (which shall be conclusive and binding on the Borrowers and the Lenders), whereupon and (x) any request for LIBOR Rate Loans or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan, (y) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (z) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended until the Administrative Agent notifies the Borrower determines that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Eurodollar Loans shall be suspended. If at any time in which event the Administrative Agent determines shall so notify the Borrowers and the Lenders.
(b) In the event Administrative Agent shall determine (which determination shall be conclusive deemed presumptively correct absent manifest error) that that:
(i) the circumstances set forth in clause (aSection 2.16(a) above have arisen and such circumstances are unlikely to be temporary or temporary;
(ii) a public statement or publication of information (A) by or on behalf of the circumstances set forth in clause (a) have not arisen but administrator of LIBOR, or by the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR Index Rate or a court or an entity with similar insolvency or resolution authority over the administrator of LIBOR, in each case, which states that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBOR; (B) by the administrator of LIBOR that it has invoked or will invoke, permanently or indefinitely, its insufficient submissions policy, or (C) by the regulatory supervisor for the administrator of LIBOR or any Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the announcing that LIBOR Index Rate shall is no longer representative or may no longer be used used;
(iii) a LIBOR Rate is not published by the administrator for determining interest rates five (5) consecutive Business Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator of LIBOR or by the regulatory supervisor for loansthe administrator of LIBOR; or
(iv) a new index rate has become a widely-recognized replacement benchmark rate for LIBOR in newly originated loans denominated in Dollars in the U.S. market; then, then the Administrative Agent may, in consultation with the Borrowers, amend this Agreement as described below to replace LIBOR with an alternative benchmark rate, and to modify the Borrower shall endeavor to establish an alternate rate of interest to LIBOR that gives applicable margins and make other related amendments, in each case giving due consideration to the any evolving or then prevailing market existing convention for determining similar U.S. Dollar denominated credit facilities, or any selection, endorsement or recommendation by a rate of interest for syndicated loans in relevant governmental body with respect to such facilities. The Administrative Agent shall provide notice to the United States at such time, Borrowers and shall enter into an amendment to of this Agreement to reflect such alternate rate of interest the replacement index, adjusted margins and such other related changes to this Agreement amendments as may be applicableappropriate, in the sole discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate; provided, however, any amendment that would have the effect of increasing the L/C Participation Fee shall require the consent of the Borrowers. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents (including, without limitation, Section 12.1311.2), such amendment shall become effective without any further action or consent of any other party to this Agreement so long as on the Administrative Agent shall not have received, within five fifth (5th) Business Days Day after the date that a draft of the date notice of such alternate rate of interest amendment is provided to the Lenders, unless the Administrative Agent receives, on or before such fifth (5th) Business Day, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate For the avoidance of interest shall be determined doubt, following the date when a determination is made pursuant to subsection (b)(i) above and until a replacement index has been selected and implemented in accordance with this sectionthe terms and conditions of subsection (b)(ii) above, (x) any borrowing request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, Eurodollar all Loans shall be ineffectiveaccrue interest at, and the interest rate shall be, the Base Rate.
(yc) any borrowing request that requests a Borrowing of Eurodollar Loans, shall be made as a Borrowing of Base Rate Loans; provided thatNotwithstanding anything to the contrary contained herein, if such alternate rate of interest shall be at any time the replacement index is less than zero, then at such rate times, such index shall be deemed to be zero for the purposes of this Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Fortegra Group, LLC), Credit Agreement (Fortegra Group, LLC), Credit Agreement (Tiptree Inc.)
Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. If on or prior to the first day of any Interest Period for any Borrowing of Eurodollar Loans:
(a) the Administrative Agent in good faith determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the relevant interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBORLIBOR (such Eurodollar Loans, the “Impacted Loans”), or
(b) the Required Lenders in good faith advise the Administrative Agent that (i) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Eurodollar Loans Loans, respectively, for such Interest Period or (ii) that the making or funding of Eurodollar Loans becomes become impracticable, then the Administrative Agent shall forthwith give notice thereof to the Borrower and the Lenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make or maintain Eurodollar Loans shall be suspended; provided that if one or more Lenders suspend maintaining Eurodollar Loans, the Borrower may elect to either prepay or convert such Eurodollar Loans to Base Rate Loans in accordance with the provisions of the final sentence of Section 10.1. If at any time The Administrative Agent shall not make a determination described in Section 10.2(a), and no Lender shall advise the Administrative Agent determines (as described in Section 10.2(b), unless the Administrative Agent or such Lender, as applicable, is then generally making or will thereafter generally make similar determinations or deliver similar advice, in each case, under comparable credit facilities with similar provisions to this Section 10.2 to which it is a party with borrowers that are similarly situated to and of similar creditworthiness to the Borrower. Notwithstanding the foregoing, if the Administrative Agent has made the determination shall be conclusive absent manifest error) that (i) the circumstances set forth described in clause (a) above have arisen of this Section 10.2, the Administrative Agent, in consultation with the Borrower and the Required Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such circumstances are unlikely alternative rate of interest shall apply with respect to be temporary or the Impacted Loans unless and until (ii1) the circumstances set forth in Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) have not arisen but the supervisor for the administrator of the LIBOR Index Rate or a Governmental Authority having jurisdiction over first sentence of this Section 10.2, (2) the Administrative Agent has made a public statement identifying a specific date after which or the LIBOR Index Rate shall no longer be used for determining interest rates for loans, then Required Lenders notify the Administrative Agent and the Borrower shall endeavor that such alternative interest rate does not adequately and fairly reflect the cost to establish an alternate such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to LIBOR that gives due consideration determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, foregoing 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. Notwithstanding anything to the contrary in Section 12.13, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as provides the Administrative Agent shall not have received, within five Business Days of and the date notice of such alternate rate of interest is provided to the Lenders, a Borrower written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this section, (x) any borrowing request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, Eurodollar Loans shall be ineffective, and (y) any borrowing request that requests a Borrowing of Eurodollar Loans, shall be made as a Borrowing of Base Rate Loans; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreementthereof.
Appears in 2 contracts
Samples: Bridge Term Loan Credit Agreement (J M SMUCKER Co), Term Loan Credit Agreement (J M SMUCKER Co)
Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. If on or prior to the first day of any Interest Period for any Borrowing of Eurodollar Loans:
(a) the Administrative Agent in good faith determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBORLIBOR for such Interest Period, or
(b) the Required Lenders in good faith advise the Administrative Agent that (i) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Eurodollar Loans for such Interest Period or (ii) that the making or funding of Eurodollar Loans becomes become impracticable, then the Administrative Agent shall forthwith give notice thereof to the Borrower and the Lenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension notice no longer exist, the obligations of the Lenders to make Eurodollar Loans shall be suspended. If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that then (i) the circumstances set forth in clause (a) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator any notice of the LIBOR Index Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Index Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish 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, 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. Notwithstanding anything to the contrary in Section 12.13, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this section, (x) any borrowing request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of Eurodollar Loans with an Interest Period having the duration of such Interest Period shall be ineffective, ineffective and (yii) if any borrowing request notice of the Borrower that requests a Borrowing of Eurodollar LoansLoans with an Interest Period having the duration of such Interest Period, such Borrowing shall be made as a Eurodollar Borrowing having an Interest Period with the shortest available duration described in the definition of “Interest Period” or, in the absence of any such available duration, as a Borrowing of Base Rate Loans; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Envestnet, Inc.), Credit Agreement (Envestnet, Inc.)
Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. If on or prior to the first day of any Interest Period for any Borrowing of Eurodollar Loans or on any day with respect to Daily Floating LIBOR Loans:
(a) the Administrative Agent in good faith determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR and/or Daily Floating LIBOR, as applicable, or
(b) the Required Lenders in good faith advise the Administrative Agent that (i) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Eurodollar Loans for such Interest Period and/or Daily Floating LIBOR will not adequately and fairly reflect the cost to such Lenders of funding their Daily Floating LIBOR Loans, as applicable or (ii) that the making or funding of Eurodollar Loans becomes and/or Daily Floating LIBOR Loans, as applicable, has become impracticable, then the Administrative Agent shall forthwith give notice thereof to the Borrower Representative and the Lenders, whereupon until the Administrative Agent notifies the Borrower Representative that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Eurodollar Loans and/or Daily Floating LIBOR Loans, as applicable, shall be suspended. If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator of the LIBOR Index Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Index Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish 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, 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. Notwithstanding anything to the contrary in Section 12.13, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this section, (x) any borrowing request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, Eurodollar Loans shall be ineffective, and (y) any borrowing request that requests a Borrowing of Eurodollar Loans, shall be made as a Borrowing of Base Rate Loans; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Addus HomeCare Corp), Credit and Guaranty Agreement (Addus HomeCare Corp)
Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. (a) If on or prior to the first day of any Interest Period for any Borrowing of Eurodollar Loans:
(ai) the Administrative Agent in good faith determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, or
(bii) the Required Lenders in good faith advise the Administrative Agent that (i) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Eurodollar Loans for such Interest Period or (ii) that the making or funding of Eurodollar Loans becomes become impracticable, then the Administrative Agent shall forthwith give written notice thereof to the Borrower Borrowers and the Lenders, whereupon until the Administrative Agent notifies the Borrower Borrowers that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Eurodollar Loans shall be suspended. .
(b) If at on or prior to the first day of any time Interest Period for any Borrowing of Canadian CDOR Loans, the Required Lenders advise the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a) above have arisen CDOR Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such circumstances are unlikely to be temporary Lenders of funding their Canadian CDOR Loans for such Interest Period or (ii) that the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator making or funding of the LIBOR Index Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Index Rate shall no longer be used for determining interest rates for loansCanadian CDOR Loans become impracticable, then the Administrative Agent shall forthwith give written notice thereof to the Borrowers and the Borrower shall endeavor to establish 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 timeLenders, 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. Notwithstanding anything to the contrary in Section 12.13, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as whereupon until the Administrative Agent shall not have receivednotifies the Borrowers that the circumstances giving rise to such suspension no longer exist, within five Business Days the obligations of the date notice of such alternate rate of interest is provided Lenders to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this section, (x) any borrowing request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, Eurodollar make Canadian CDOR Loans shall be ineffective, and (y) any borrowing request that requests a Borrowing of Eurodollar Loans, shall be made as a Borrowing of Base Rate Loans; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreementsuspended.
Appears in 2 contracts
Samples: Credit Agreement (Delek US Holdings, Inc.), Credit Agreement (Delek Logistics Partners, LP)
Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. If on or prior to the first day of any Interest Period for any Borrowing of Eurodollar Loans:
(a) the Administrative Agent in good faith determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, or
(b) the Required Lenders in good faith advise the Administrative Agent that (i) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Eurodollar Loans for such Interest Period or (ii) that the making or funding of Eurodollar Loans becomes become impracticable, then the Administrative Agent shall forthwith give notice thereof to the Borrower and the Lenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Eurodollar Loans shall be suspended. If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a) above have arisen and such circumstances are unlikely to be temporary temporary, (ii) LIBOR is no longer a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market or (iiiii) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator of the LIBOR Index Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Index Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish 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, 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. Notwithstanding anything to the contrary in Section 12.13, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice a copy of such alternate rate of interest amendment is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this section, (x) any borrowing request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, Eurodollar Loans shall be ineffective, and (y) any borrowing request that requests a Borrowing of Eurodollar Loans, shall be made as a Borrowing of Base Rate Loans; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Investors Real Estate Trust), Credit Agreement (Investors Real Estate Trust)
Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. If (a) Unless and until an alternative rate has been implemented in accordance with Section 9.2(b) below, if on or prior to the first day of any Interest Period for any Borrowing of Eurodollar Loans:
(ai) the Administrative Agent in good faith determines (which determination shall be conclusive absent manifest error) that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist to ascertain the Adjusted LIBO Rate or the LIBO Rate, as applicable (including, without limitation, because the LIBO Screen Rate is not available or published on a current basis), for ascertaining the applicable LIBOR, such Interest Period; or
(bii) (x) Banks having thirty-three percent (33%) or more the Required Lenders in good faith aggregate amount of the Commitments or Loans reasonably determine and so advise the Administrative Agent that or (iy) LIBOR as determined by the Administrative Agent reasonably determines that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders Banks or the Administrative Agent, as applicable, of funding their Eurodollar Loans for such Interest Period or (ii) that the making or funding of Eurodollar Loans becomes impracticable, Period; then the Administrative Agent shall forthwith give notice thereof to the Borrower and the LendersBanks by telephone, whereupon telecopy or electronic mail as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Banks that the circumstances giving rise to such suspension notice no longer exist, (A) any request pursuant to Section 2.5(a) that requests the obligations conversion of the Lenders to make any Borrowing to, or continuation of any Borrowing as, a Eurodollar Loans Loan shall be suspended. If at ineffective and any time such Borrower shall be continued as or converted to, as the case may be, a Base Rate Loan, and (B) if any request pursuant to Section 2.5(a) requests a Eurodollar Loan, such Borrowing shall be made as a Base Rate Loan.
(b) Notwithstanding the foregoing, in the event the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (aSection 9.2(a) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (aSection 9.2(a)(i) have not arisen but the supervisor for the administrator of the LIBOR Index LIBO Screen Rate or a Governmental Authority governmental authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Index LIBO Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to LIBOR the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and the Administrative Agent and the Borrower 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 applicableapplicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Base Rate). Notwithstanding anything to the contrary in Section 12.1311.11, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to the LendersBanks, a written notice from the Required Lenders Banks stating that such Required Lenders Banks object to such amendment. Until an alternate rate of interest shall be determined in accordance with this sectionSection 9.2(b), (x) any borrowing request pursuant to Section 2.5(a) that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Loans Loan shall be ineffectiveineffective and any such Borrower shall be continued as or converted to, as the case may be, a Base Rate Loan, and (y) if any borrowing request that pursuant to Section 2.5(a) requests a Eurodollar Loan, such Borrowing of Eurodollar Loans, shall be made as a Borrowing of Base Rate LoansLoan; provided that, if such alternate rate of interest determined pursuant to this Section 9.2(b) shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.
Appears in 1 contract
Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. If (a) If, on or prior to the first day of any Interest Period for any Borrowing of Eurodollar Loans:
(ai) the Administrative Agent in good faith determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, or
(bii) the Required Lenders in good faith advise the Administrative Agent that (i) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Eurodollar Loans for such Interest Period or (ii) that the making or funding of Eurodollar Loans becomes become impracticable, then the Administrative Agent shall forthwith give written notice thereof to the Borrower and the Lenders, whereupon and (A) any request for a Eurodollar Loan or for a conversion to or continuation of a Eurodollar Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan, (B) each Eurodollar Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (C) until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Eurodollar Loans shall be suspended. If at any time .
(b) In the event the Administrative Agent determines shall determine (which determination shall be conclusive deemed presumptively correct absent manifest error) that or be notified by the Required Lenders that:
(i) the circumstances set forth in clause (a)) above have arisen and such circumstances are unlikely to be temporary or temporary;
(ii) a public statement or publication of information (A) by or on behalf of the circumstances set forth in clause (a) have not arisen but administrator of LIBOR; or by the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR Index Rate or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR; in each case which states that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBOR, (B) by the administrator of LIBOR that it has invoked or will invoke, permanently or indefinitely, its insufficient submissions policy, or (C) by the regulatory supervisor for the administrator of LIBOR or any Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the announcing that LIBOR Index Rate shall is no longer representative or may no longer be used used;
(iii) a LIBOR rate is not published by the administrator of LIBOR for determining interest rates five (5) consecutive Business Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator of LIBOR or by the regulatory supervisor for loansthe administrator of LIBOR; or
(iv) a new index rate has become a widely-recognized replacement benchmark rate for LIBOR in newly originated loans denominated in Dollars in the U.S. market; then, in any such case, the Administrative Agent, with the consent of the Borrower, may amend this Agreement as described below to replace LIBOR with an alternative benchmark rate, and to modify the applicable margins and make other related amendments, in each case giving due consideration to any evolving or then the existing convention for similar U.S. dollar denominated credit facilities, or any selection, endorsement or recommendation by a relevant governmental body with respect to such facilities. The Administrative Agent and the Borrower shall endeavor to establish 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, and shall enter into an amendment to of this Agreement to reflect such alternate rate of interest the replacement index, adjusted margins and such other related changes to this Agreement amendments as may be applicableappropriate, in the discretion of the Administrative 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 12.1311.4), such amendment shall become effective without any further action or consent of any other party to this Agreement so long as on the fifth (5th) Business Day after the date that a draft of the amendment is provided to Lenders, unless the Administrative Agent shall not have receivedreceives, within five on or before such fifth (5th) Business Days of the date notice of such alternate rate of interest is provided to the LendersDay, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate For the avoidance of interest shall be determined doubt, following the date when a determination is made pursuant to this Section 9.3(b) and until a replacement index has been selected and implemented in accordance with this sectionthe terms and conditions set forth herein, (x) any borrowing request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, Eurodollar all Loans shall be ineffective, and (y) any borrowing request that requests a Borrowing of Eurodollar Loans, shall be made accrue interest as a Borrowing of Base Rate Loans; provided that, and the interest rate shall be based upon the Base Rate. Notwithstanding anything to the contrary contained herein, if such alternate rate of interest shall be at any time the replacement index is less than zero, then at such rate times, such index shall be deemed to be zero for the purposes of this Agreement.
2.20. Section 11 of the Credit Agreement is amended to add a new section to the end thereof to read in its entirety as follows:
Appears in 1 contract
Samples: First Lien Credit Agreement (Turning Point Brands, Inc.)
Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. (a) If on or prior to the first day of any Interest Period for any Borrowing of Eurodollar Eurocurrency Loans:
(ai) the Administrative Agent in good faith determines that deposits in U.S. Dollars or Alternative Currency, as applicable, (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, or
(bii) the Required Lenders in good faith advise the Administrative Agent that (i) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Eurodollar Eurocurrency Loans for such Interest Period or (ii) that the making or funding of Eurodollar Eurocurrency Loans becomes become impracticable, then the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Lenders, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Eurodollar Eurocurrency Loans in the affected Alternative Currency shall be suspended. If at .
(i) Notwithstanding anything to the contrary in this Agreement or any time other Loan Document, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Company or Required Lenders notify the Administrative Agent that the Company or Required Lenders (as applicable) that have determined, that:
(iA) the circumstances set forth adequate and reasonable means do not exist for ascertaining LIBOR in clause (a) above have arisen a relevant currency for any requested Interest Period, including because a LIBOR for such currency is not available or published on a current basis and such circumstances are unlikely to be temporary or temporary; or
(iiB) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator of the LIBOR Index Rate index 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 Index Rate index rate shall no longer be made available, or used for determining the interest rates for loansrate of loans (such specific date, then the “Scheduled Unavailability Date”), or
(C) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice from the Company or Required Lenders, the Administrative Agent shall give notice thereof to the Company and the Lenders, as applicable. Thereafter, the Administrative Agent and the Borrower shall endeavor Company may amend this Agreement to establish replace LIBOR with an alternate benchmark rate of interest (including any mathematical or other adjustments to LIBOR the benchmark (if any) incorporated therein) 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 timetime (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) 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. Notwithstanding anything to the contrary in Section 12.13, any such amendment shall become effective without any further action or consent of any other party to this Agreement so long as at 5:00 p.m. (Chicago time) on the fifth Business Day after the Administrative Agent shall not have receivedposted such proposed amendment to all Lenders and the Company unless, within five Business Days of the date notice of prior to such alternate rate of interest is provided to the Lenderstime, a written notice from Lenders comprising the Required Lenders stating have delivered to the Administrative Agent written notice that such Required Lenders object to do not accept such amendment.
(ii) If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Company and each Lender. Until an alternate rate of interest shall be determined in accordance with this sectionThereafter, (x) any borrowing request that requests the conversion obligation of any Borrowing to, the Lenders to make or continuation of any Borrowing as, Eurodollar maintain Eurocurrency Loans shall be ineffectivesuspended, (to the extent of the affected Eurocurrency Loans or Interest Periods), and (y) the LIBOR Quoted Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Company may revoke any borrowing pending request that requests for a Borrowing of, conversion to or continuation of Eurocurrency Loans (to the extent of the affected Eurocurrency Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Eurodollar Loans(i) for up to ninety (90) days following receipt of such notice, shall be made as a Borrowing Loans bearing interest at the Federal Fund Rate plus 1/2 of 1% plus the Applicable Margin for Eurocurrency Loans and (ii) thereafter, Base Rate Loans; provided thatLoans (subject to the foregoing clause (y)) in the amount specified therein.
(iii) Notwithstanding anything else herein, if any definition of LIBOR Successor Rate shall provide that in no event shall such alternate rate of interest shall LIBOR Successor Rate be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.. As used above:
Appears in 1 contract
Samples: Credit Agreement (CTS Corp)
Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. If on or prior to the first day of any Interest Period for any Borrowing of Eurodollar Loans:
(a) the Administrative Agent in good faith determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, or
(b) the Required Lenders in good faith advise the Administrative Agent that (i) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Eurodollar Loans for such Interest Period or (ii) that the making or funding of Eurodollar Loans becomes has become impracticable, then the Administrative Agent shall forthwith give notice thereof to the Borrower Representative and the Lenders, whereupon until the Administrative Agent notifies the Borrower Representative that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Eurodollar Loans Loans, as applicable, shall be suspended. If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a) above have arisen and such circumstances are unlikely ; provided, however, subject to be temporary or (ii) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator all of the LIBOR Index Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Index Rate shall no longer be used for determining interest rates for loansterms and conditions of this Agreement, then the Administrative Agent and the Borrower shall endeavor Representative may then elect to establish an alternate rate of interest to LIBOR that gives due consideration to borrow the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 12.13, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days principal amount of the date notice of such alternate rate of interest is provided to the Lenders, a written notice affected Eurodollar Loans from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this section, (x) any borrowing request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, Eurodollar Loans shall be ineffective, and (y) any borrowing request that requests a Borrowing of Eurodollar Loans, shall be made as a Borrowing by means of Base Rate Loans; provided thatLoans from such Lender, if which Base Rate Loans shall not be made ratably by the Lenders but only from such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreementaffected Lender.
Appears in 1 contract
Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. If on or prior to the first day of any Interest Period for any Borrowing of Eurodollar LIBOR Loans:
(a) the Administrative Agent in good faith determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest PeriodPeriod (such LIBOR Loan, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR“Impacted Loans”), or
(b) the Required Lenders in good faith advise the Administrative Agent that (i) LIBOR as determined by the Administrative Agent Agent, acting reasonably, will not adequately and fairly reflect the cost to such Lenders of funding their Eurodollar Loans LIBOR Loans, respectively, for such Interest Period or (ii) that the making or funding of Eurodollar LIBOR Loans becomes become impracticable, then the Administrative Agent shall forthwith give notice thereof to the Borrower and the Lenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Eurodollar or maintain LIBOR Loans shall be suspended; provided that if one or more Lenders suspend maintaining LIBOR Loans, the Borrower may elect to either prepay or convert such LIBOR Loans to Base Rate Loans in accordance with the provisions of the final sentence of Section 10.1. If at any time The Administrative Agent shall not make a determination described in Section 10.2(a), and no Lender shall advise the Administrative Agent determines (as described in Section 10.2(b), unless the Administrative Agent or such Lender, as applicable, is then generally making or will thereafter generally make similar determinations or deliver similar advice, in each case, under comparable credit facilities with similar provisions to this Section 10.2 to which it is a party with borrowers that are similarly situated to and of similar creditworthiness to the Borrower. Notwithstanding the foregoing, if the Administrative Agent has made the determination shall be conclusive absent manifest error) that (i) the circumstances set forth described in clause (a) above have arisen of this Section 10.2, the Administrative Agent, in consultation with the Borrower and the Required Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such circumstances are unlikely alternative rate of interest shall apply with respect to be temporary or the Impacted Loans unless and until (ii1) the circumstances set forth in Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) have not arisen but the supervisor for the administrator of the LIBOR Index Rate or a Governmental Authority having jurisdiction over first sentence of this Section 10.2, (2) the Administrative Agent has made a public statement identifying a specific date after which or the LIBOR Index Rate shall no longer be used for determining interest rates for loans, then Required Lenders notify the Administrative Agent and the Borrower shall endeavor that such alternative interest rate does not adequately and fairly reflect the cost to establish an alternate such Lenders of funding the Impacted Loans, or (3) any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to LIBOR that gives due consideration determine or charge interest rates based upon such rate or any governmental authority has imposed material restrictions on the authority of such Lender to do any of the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, foregoing 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. Notwithstanding anything to the contrary in Section 12.13, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as provides the Administrative Agent shall not have received, within five Business Days of and the date notice of such alternate rate of interest is provided to the Lenders, a Borrower written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this section, (x) any borrowing request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, Eurodollar Loans shall be ineffective, and (y) any borrowing request that requests a Borrowing of Eurodollar Loans, shall be made as a Borrowing of Base Rate Loans; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreementthereof.
Appears in 1 contract
Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. (a) If on or prior to the first day of any Interest Period for any Borrowing of Eurodollar Loans:
(ai) the Administrative Agent in good faith determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, or
(bii) the Required Lenders in good faith advise the Administrative Agent that (i) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Eurodollar Loans for such Interest Period or (ii) that the making or funding of Eurodollar Loans becomes become impracticable, then the Administrative Agent shall forthwith give written notice thereof to the Borrower Borrowers and the Lenders, whereupon until the Administrative Agent notifies the Borrower Borrowers that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Eurodollar Loans shall be suspended. .
(b) If on or prior to the first day of any Interest Period for any Borrowing of Canadian CDOR Loans, the Required Lenders advise the Administrative Agent that (i) the CDOR Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Canadian CDOR Loans for such Interest Period or (ii) that the making or funding of Canadian CDOR Loans become impracticable, then the Administrative Agent shall forthwith give written notice thereof to the Borrowers and the Lenders, whereupon until the Administrative Agent notifies the Borrowers that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Canadian CDOR Loans shall be suspended.
(c) Notwithstanding anything to the contrary contained herein, if at any time the Administrative Agent either (i) determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause Section 8.3(a) or (ab) above have arisen and such circumstances are unlikely not reasonably expected to be temporary or (ii) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator of the LIBOR Index Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Index Rate shall no longer be used for determining interest rates for loansloans (the date of the determination described in the foregoing clause (i) or the specific date identified in the public statement described in the foregoing clause (ii), an “Alternative Interest Rate Election Event”), then the Administrative Agent and the Borrower Borrowers’ Agent shall endeavor to establish an alternate index rate of interest to LIBOR that gives due consideration to the then prevailing market convention for determining a rate of interest for leveraged syndicated loans in the United States at such time, and the Administrative Agent and the Borrowers’ Agent shall enter into an amendment to this Agreement to reflect such alternate service or index rate of interest and such other related changes to this Agreement as may be applicable; provided that such amendment shall provide that such changes shall only be effective from and after the applicable Alternative Interest Rate Election Event. Notwithstanding anything to the contrary in Section 12.1310.10, such amendment shall become effective without any further action or consent of any other party to this Agreement Lender so long as the Administrative Agent shall not have received, within five (5) Business Days of after the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders they object to such amendmentamendment (which amendment shall not be effective prior to the end of such five (5) Business Day notice period). Until To the extent an alternate rate of interest is adopted as contemplated hereby, the approved rate shall be applied in a manner consistent with prevailing market convention; provided that, to the extent there is no prevailing market convention or such prevailing market convention is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent and the Borrowers. From such time as an Alternative Interest Rate Election Event has occurred and is continuing until an alternate rate of interest has been determined in accordance with the terms and conditions of this sectionparagraph, (x) any borrowing request notice of conversion that requests the conversion of any Borrowing to, or continuation of any Borrowing as, Loan to a Eurodollar Loans Loan shall be ineffective, and (y) if any notice of borrowing request that requests a Borrowing of Eurodollar LoansLoan, such Loan shall be made as a Borrowing of Base Rate LoansLoan; provided that, to the extent such Alternative Interest Rate Election Event is as a result of clause (ii) above, then clauses (x) and (y) of this sentence shall apply during such period only if LIBOR is not available or published at such time on a current basis. Notwithstanding anything contained herein to the contrary, if such alternate rate of interest shall as determined in this paragraph is determined to be less than zero0.00% per annum, such rate shall be deemed to be zero 0.00% per annum for the purposes of this Agreement.
Appears in 1 contract
Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. (a) If on or prior to the first day commencement of any Interest Period for any Borrowing of Eurodollar Loans:Borrowing,
(ai) Agent shall have determined (which determination shall be conclusive and binding upon the Administrative Agent in good faith determines that deposits in U.S. Dollars (in the applicable amountsBorrowers absent manifest error) are not being offered to it in the interbank eurodollar market for such Interest Periodthat, or that by reason of circumstances affecting the relevant interbank eurodollar market market, adequate and reasonable means do not exist for ascertaining the applicable LIBORLIBOR for such Interest Period, or
(bii) Agent shall have received notice from the Required Lenders in good faith advise that the Administrative Agent that (i) Adjusted LIBOR as determined by the Administrative Agent will Rate does not adequately and fairly reflect the cost to such Lenders (or Lender, as the case may be) of making, funding or maintaining their (or its, as the case may be) Eurodollar Loans for such Interest Period or (ii) that the making or funding of Eurodollar Loans becomes impracticablePeriod, then the Administrative Agent shall forthwith give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower Representative and to the Lenders as soon as practicable thereafter. Until Agent shall notify the Borrowers and the Lenders, whereupon until the Administrative Agent notifies the Borrower Lenders that the circumstances giving rise to such suspension notice no longer exist, (x) the obligations of the Lenders to make Eurodollar Revolving Loans or to continue or convert outstanding Loans as or into Eurodollar Loans shall be suspendedsuspended and (y) all such affected Loans shall be converted into Base Rate Loans on the last day of the then current Interest Period applicable thereto unless the Borrowers prepay such Loans in accordance with this Agreement. Unless the Borrower Representative notifies Agent at least one (1) Business Day before the date of any Eurodollar Borrowing for which a Notice of Borrowing or Notice of Continuation/Conversion has previously been given that it elects not to borrow, continue or convert to a Eurodollar Loan on such date, then such Borrowing shall be made as, continued as or converted into a Base Rate Loan.
(b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (ii)(x) the circumstances set forth in clause (aa)(i) above have arisen with respect to Eurodollar Loans and such circumstances are unlikely to be temporary or (iiy) the circumstances set forth in clause (aa)(i) with respect to Eurodollar Loans have not arisen but either (A) the supervisor for the administrator of the source or screen rate of LIBOR Index (the “Screen Rate”) has made a public statement that the administrator of the Screen Rate is insolvent (and there is no successor administrator that will continue publication of the Screen Rate ), (B) the administrator of the Screen Rate has made a public statement identifying a specific date after which the Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the Screen Rate), (C) the supervisor for the administrator of the Screen Rate has made a public statement identifying a specific date after which the Screen Rate will permanently or indefinitely cease to be published or (D) the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Index Screen Rate shall may no longer be used for determining interest rates for loansloans or (ii) a rate other than the Eurodollar Rate has become a widely recognized benchmark rate for newly originated loans in the United States market, then the Administrative Agent and the Borrower Representative shall endeavor to establish an alternate rate of interest to LIBOR the Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement (which amendment shall require the consent of the Borrower Representative) to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicableapplicable (excluding any fixed rate provisions); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 12.138.3, such amendment shall become effective without any further action or consent of any other party to this Agreement (other than Agent and the Borrower Representative) so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this sectionclause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 8.3(b), only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any borrowing request that requests the by Borrower Representative with respect to any conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Loans Loan shall be ineffectiveineffective and any such Eurodollar Loan shall be repaid or converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto, and (y) any borrowing request that requests by Borrower Representative for any Borrowing of a Eurodollar Loan shall be deemed to be a request for a Borrowing of Eurodollar Loans, shall be made as a Borrowing of Base Rate LoansLoan; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (McBc Holdings, Inc.)
Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. If on or prior to the first day of any Interest Period for any Borrowing of Eurodollar Loans:
(a) the Administrative Agent in good faith determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBORLIBOR for such Interest Period, or
(b) the Required Lenders in good faith advise the Administrative Agent that (i) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Eurodollar Loans for such Interest Period or (ii) that the making or funding of Eurodollar Loans becomes become impracticable, then the Administrative Agent shall forthwith give notice thereof to the Borrower and the Lenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension notice no longer exist, the obligations of the Lenders to make Eurodollar Loans shall be suspended. If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that then (i) the circumstances set forth in clause (a) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator any notice of the LIBOR Index Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Index Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish 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, 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. Notwithstanding anything to the contrary in Section 12.13, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this section, (x) any borrowing request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of Eurodollar Loans with an Interest Period having the duration of such Interest Period shall be ineffective, ineffective and (yii) if any borrowing request notice of the Borrower that requests a Borrowing of Eurodollar LoansLoans with an Interest Period having the duration of such Interest Period, such Borrowing shall be made as a Eurodollar Borrowing having an Interest Period with the shortest available duration described in the definition of “Interest Period” or, in the absence of any such available duration, as a Borrowing of Base Rate Loans; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Envestnet, Inc.)
Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. If on or prior to the first day of any Interest Period for any Borrowing of Eurodollar Loans:
(a) the Administrative Agent in good faith determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, or
(b) the Required Lenders in good faith advise the Administrative Agent that (i) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Eurodollar Loans for such Interest Period or (ii) that deposits in U.S. Dollars (in the making or funding of Eurodollar Loans becomes impracticableapplicable amounts) are not being offered to banks in the interbank eurodollar market for such Interest Period, then the Administrative Agent shall forthwith promptly give notice thereof to the Borrower Borrowers and the Lenders, whereupon until the Administrative Agent notifies the Borrower Borrowers that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Eurodollar Loans shall be suspended. If at any time suspended until the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) upon the circumstances set forth in clause (a) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator instruction of the LIBOR Index Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Index Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish 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 Required Lenders) revokes 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 applicablenotice. Notwithstanding anything to the contrary in Section 12.13, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice Upon receipt of such alternate rate of interest is provided to notice, the Lenders, Borrowers may revoke any pending request for a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this section, (x) any borrowing request that requests the conversion of any Borrowing toof, or continuation of any Borrowing as, Eurodollar Loans shall be ineffectiveor, and (y) any borrowing request that requests a Borrowing of Eurodollar Loans, shall be made as a Borrowing of Base Rate Loans; provided failing that, if such alternate rate of interest shall be less than zero, such rate shall will be deemed to be zero have converted such request into a request for Base Rate Loans in the purposes of this Agreementamount specified therein.
Appears in 1 contract
Samples: Credit Agreement (Hub Group, Inc.)
Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. If on or prior to the first day of any Interest Period for any Borrowing of Eurodollar Loans:
(a) the Administrative Agent in good faith determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, or
(b) the Required Lenders in good faith advise the Administrative Agent that (i) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Eurodollar Loans for such Interest Period or (ii) that the making or funding of Eurodollar Loans becomes become impracticable, then the Administrative Agent shall forthwith give notice thereof to the Borrower and the Lenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Eurodollar Loans shall be suspended. If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a) above have arisen and such circumstances are unlikely to be temporary temporary, (ii) LIBOR is no longer a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market or (iiiii) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator of the LIBOR Index Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Index Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish 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, 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. Notwithstanding anything to the contrary in Section 12.13, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice a copy of such alternate rate of interest amendment is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this section, (x) any borrowing request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, Eurodollar Loans shall be ineffective, and (y) any borrowing request that requests a Borrowing of Eurodollar Loans, shall be made as a Borrowing of Base Rate Loans; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Centerspace)
Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. If (a) Unless and until an alternative rate has been implemented in accordance with Section 9.2(b) below, if on or prior to the first day of any Interest Period for any Borrowing of Eurodollar Loans or Daily Eurodollar Loans:
(ai) the Administrative Agent in good faith determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it major banks in the eurodollar interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, or
(bii) (x) Banks having thirty-three percent (33%) or more of the Required Lenders in good faith aggregate amount of the Commitments reasonably determine and so advise the Administrative Agent that or (iy) LIBOR as determined by the Administrative Agent reasonably determines, that LIBOR will not adequately and fairly reflect the cost to such Lenders Banks or the Administrative Agent, as applicable, of funding their Eurodollar Loans or Daily Eurodollar Loans for such Interest Period or (ii) that the making or funding of Eurodollar Loans becomes impracticablePeriod, then the Administrative Agent shall forthwith give notice thereof to the Borrower and the LendersBanks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders Banks to make Eurodollar Loans and Daily Eurodollar Loans shall be suspended. If at any time .
(b) Notwithstanding the foregoing, in the event the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (aSection 9.2(a) above have arisen and such circumstances are unlikely to be temporary or temporary, (ii) ICE Benchmark Administration (or any Person that takes over the circumstances set forth administration of such rate) discontinues its administration and publication of interest settlement rates for deposits in clause United States dollars, or (aiii) have not arisen but the supervisor for the administrator of the LIBOR Index Rate interest settlement rate described in clause (ii) of this Section 9.2(b) or a Governmental Authority governmental authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Index Rate such interest settlement rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor seek to establish jointly agree upon an alternate rate of interest to LIBOR and the Daily Eurodollar Base Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and the Administrative Agent and the Borrower 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. Notwithstanding anything to the contrary in Section 12.1311.11, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to the LendersBanks, a written notice from the Required Lenders Banks stating that such Required Lenders Banks object to such amendment. Until an alternate rate of interest shall be determined in accordance with this sectionSection 9.2(b), (x) any borrowing request pursuant to Section 2.5(a) that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Loans Loan shall be ineffectiveineffective and any such Borrower shall be continued as or converted to, as the case may be, a Base Rate Loan, and (y) if any borrowing request that pursuant to Section 2.5(a) requests a Eurodollar Loan, such Borrowing of Eurodollar Loans, shall be made as a Borrowing of Base Rate Loans; provided that, if such Loan. If the alternate rate of interest determined pursuant to this Section 9.2(b) shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.
Appears in 1 contract
Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. If on or prior to the first day of any Interest Period for any Borrowing of Eurodollar Loans:
(a) the Administrative Agent in good faith determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, or
(b) the Required Lenders in good faith advise the Administrative Agent that (i) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Eurodollar Loans for such Interest Period or (ii) that the making or funding of Eurodollar Loans becomes impracticable, then the Administrative Agent shall forthwith give notice thereof to the Borrower and the Lenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Eurodollar Loans shall be suspended. If or
(c) if at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause clauses (a) above or (b) have arisen and such circumstances are unlikely to be temporary temporary, (ii) LIBOR is no longer a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market or (iiiii) the circumstances set forth in clause clauses (a) or (b) have not arisen but the supervisor for the administrator of the LIBOR Index Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Index Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate alternative 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, 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. Notwithstanding anything to the contrary in Section 12.1312.11, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative 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 Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this sectionclause (c) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 10.2(c), only to the extent LIBOR for such Interest Period is not available or published at such time on a current basis), (x) any borrowing request notice that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Loans Loan shall be ineffective, and (y) if any borrowing request that Borrowing notice requests a Eurodollar Loan, such Borrowing of Eurodollar Loans, shall be made as a Borrowing of Base Rate LoansLoan; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement, then the Administrative Agent shall forthwith give notice thereof to the Borrower and the Lenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Eurodollar Loans shall be suspended.
Appears in 1 contract
Samples: Credit Agreement (Whitestone REIT)
Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. If on or prior to (a) In the first day of any Interest Period for any Borrowing of Eurodollar Loansevent that:
(ai) the Administrative Agent in good faith determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar London Interbank Offered Rate (“LIBOR”) market for such Interest Perioda one-month period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBORDaily LIBOR Rate, or
(bii) the Required Lenders in good faith advise the Administrative Agent that (iA) the Daily LIBOR Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Eurodollar LIBOR Rate Loans for such Interest Period or (iiB) that the making or funding of Eurodollar LIBOR Rate Loans becomes become impracticable, then the Administrative Agent shall forthwith give written notice thereof to the Borrower Borrowers and the Lenders (which shall be conclusive and binding on the Borrowers and the Lenders), whereupon and (x) any request for LIBOR Rate Loans or for a conversion to a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan, (y) each LIBOR Rate Loan will automatically become a Base Rate Loan, and (z) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended until the Administrative Agent notifies the Borrower determines that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Eurodollar Loans shall be suspended. If at any time in which event the Administrative Agent determines shall so notify the Borrowers and the Lenders.
(b) In the event Administrative Agent shall determine (which determination shall be conclusive deemed presumptively correct absent manifest error) that that:
(i) the circumstances set forth in clause (aSection 2.16(a) above have arisen and such circumstances are unlikely to be temporary or temporary;
(ii) a public statement or publication of information (A) by or on behalf of the circumstances set forth in clause (a) have not arisen but administrator of LIBOR, or by the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR Index Rate or a court or an entity with similar insolvency or resolution authority over the administrator of LIBOR, in each case, which states that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBOR; (B) by the administrator of LIBOR that it has invoked or will invoke, permanently or indefinitely, its insufficient submissions policy, or (C) by the regulatory supervisor for the administrator of LIBOR or any Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the announcing that LIBOR Index Rate shall is no longer representative or may no longer be used used;
(iii) a Daily LIBOR Rate is not published by the administrator for determining interest rates five (5) consecutive Business Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator of LIBOR or by the regulatory supervisor for loansthe administrator of LIBOR; or
(iv) a new index rate has become a widely-recognized replacement benchmark rate for LIBOR in newly originated loans denominated in Dollars in the U.S. market; then, then the Administrative Agent may, in consultation with the Borrowers, amend this Agreement as described below to replace the Daily LIBOR Rate with an alternative benchmark rate, and to modify the Borrower shall endeavor to establish an alternate rate of interest to LIBOR that gives applicable margins and make other related amendments, in each case giving due consideration to the any evolving or then prevailing market existing convention for determining similar U.S. Dollar denominated credit facilities, or any selection, endorsement or recommendation by a rate of interest for syndicated loans in relevant governmental body with respect to such facilities. The Administrative Agent shall provide notice to the United States at such time, Borrowers and shall enter into an amendment to of this Agreement to reflect such alternate rate of interest the replacement index, adjusted margins and such other related changes to this Agreement amendments as may be applicableappropriate, in the sole discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents (including, without limitation, Section 12.1311.2), such amendment shall become effective without any further action or consent of any other party to this Agreement so long as on the Administrative Agent shall not have received, within five fifth (5th) Business Days Day after the date that a draft of the date notice of such alternate rate of interest amendment is provided to the Lenders, unless the Administrative Agent receives, on or before such fifth (5th) Business Day, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate For the avoidance of interest shall be determined doubt, following the date when a determination is made pursuant to subsection (b)(i) above and until a replacement index has been selected and implemented in accordance with this sectionthe terms and conditions of subsection (b)(ii) above, (x) any borrowing request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, Eurodollar all Loans shall be ineffectiveaccrue interest at, and the interest rate shall be, the Base Rate.
(yc) any borrowing request that requests a Borrowing of Eurodollar Loans, shall be made as a Borrowing of Base Rate Loans; provided thatNotwithstanding anything to the contrary contained herein, if such alternate rate of interest shall be at any time the replacement index is less than zero0.50%, then at such times, such rate index shall be deemed to be zero 0.50% for the purposes of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Tiptree Inc.)
Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. If on or prior to the first day of any Interest Period for any Borrowing of Eurodollar Loans:
(a) the Administrative Agent determines in good faith determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, or
(b) the Required Lenders in good faith advise the Administrative Agent that (i) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Eurodollar Loans for such Interest Period or (ii) that the making or funding of Eurodollar Loans becomes impracticable, then the Administrative Agent shall forthwith give notice thereof to the Borrower and the Lenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Eurodollar Loans shall be suspended. If or
(c) if at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause clauses (a) above or (b) have arisen and such circumstances are unlikely to be temporary temporary, (ii) LIBOR is no longer a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market or (iiiii) the circumstances set forth in clause clauses (a) or (b) have not arisen but the supervisor for the administrator of the LIBOR Index Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Index Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower Borrowers shall endeavor to establish an alternate alternative 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, 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. Notwithstanding anything to the contrary in Section 12.13, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this sectionclause (c) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 10.2(c), only to the extent LIBOR for such Interest Period is not available or published at such time on a current basis), (x) any borrowing request notice that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Loans Loan shall be ineffective, and (y) if any borrowing request that Borrowing notice requests a Eurodollar Loan, such Borrowing of Eurodollar Loans, shall be made as a Borrowing of Base Rate LoansLoan; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement, then the Administrative Agent shall forthwith give notice thereof to the Borrower and the Lenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Eurodollar Loans shall be suspended.
Appears in 1 contract
Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. (a) If on or prior to the first day of any Interest Period for any Borrowing of Eurodollar Loans:
(ai) the Administrative Agent in good faith determines (which determination shall be conclusive and binding absent manifest error) that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBORLIBOR (including, without limitation, because the LIBO Screen Rate is not available or published on a current basis), or
(bii) the Required Lenders in good faith advise the Administrative Agent that (i) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Eurodollar Loans for such Interest Period or (ii) that the making or funding of Eurodollar Loans becomes become impracticable, then the Administrative Agent shall forthwith give notice thereof to the Borrower and the Lenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Eurodollar Loans shall be suspended. suspended and all Loans shall thereafter be issued as, or automatically converted to, Base Rate Loans until such time as such suspension no longer exists.
(b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (aa)(i) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (aa)(i) have not arisen but either (w) the supervisor for the administrator of the LIBO Screen Rate applicable for determining LIBOR Index has made a public statement that the administrator of such LIBO Screen Rate is insolvent (and there is no successor administrator that will continue publication of such LIBO Screen Rate), (x) the administrator of such LIBO Screen Rate has made a public statement identifying a specific date after which such LIBO Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication such LIBO Screen Rate), (y) the supervisor for the administrator of such LIBO Screen Rate has made a public statement identifying a specific date after which such LIBO Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of such LIBO Screen Rate or a Governmental Government Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Index such LIBO Screen Rate shall may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish 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, 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 applicableapplicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 12.1311.11, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this sectionclause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 3.5(b), only to the extent the LIBO Screen Rate applicable for determining LIBOR for such Interest Period is not available or published at such time on a current basis), (x) any borrowing continuation or conversion request that requests the conversion of any Borrowing of Loans to, or continuation of any Borrowing of Loans as, Eurodollar a Eurocurrency Loans shall be ineffective, and (y) if any borrowing Borrowing request that requests a Eurocurrency Borrowing of Eurodollar LoansLoans denominated in US Dollars, such Borrowing shall be made as a Borrowing of Base Rate Loans; provided thatthat if the circumstances giving rise to such notice affect only one Type of Borrowing, if such alternate rate then the other Type of interest Borrowing shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreementpermitted.
Appears in 1 contract
Samples: Credit Agreement (BIO-TECHNE Corp)
Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. (a) If on or prior to the first day of any Interest Period for any Borrowing of Eurodollar Loans:
(ai) the Administrative Agent in good faith determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, or
(bii) the Required Lenders in good faith advise the Administrative Agent that (iA) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Eurodollar Loans for such Interest Period or (iiB) that the making or funding of Eurodollar Loans becomes become impracticable, then the Administrative Agent shall forthwith give notice thereof to the Borrower and the Lenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Eurodollar Loans shall be suspended. .
(b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (aa)(i) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (aa)(i) have not arisen but the supervisor for the administrator of the LIBOR Index Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Index Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and Agent, in consultation with the Borrower Borrower, shall endeavor to establish an alternate rate of interest to the LIBOR Index Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and the Administrative Agent and the Borrower 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. Notwithstanding anything to the contrary in Section 12.1313.3, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be has been determined in accordance with this sectionclause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this subsection (b), only to the extent the LIBOR Index Rate for such Interest Period is not available or published at such time on a current basis), (x) any borrowing request notice that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Loans Loan shall be ineffective, and (y) if any borrowing request that Borrowing notice requests a Eurodollar Loan, such Borrowing of Eurodollar Loans, shall be made as a Borrowing of Base Rate Loans; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this AgreementLoan.
Appears in 1 contract
Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. If Unless and until a Benchmark Replacement is implemented in accordance with clause (c) below, if on or prior to the first day of any Interest Period for any Borrowing of Eurodollar Loans:
(a) the Administrative Agent in good faith determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBORLIBOR for such Interest Period, or
(b) the Required Lenders in good faith advise the Administrative Agent that (i) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Eurodollar Loans for such Interest Period or (ii) that the making or funding of Eurodollar Loans becomes become impracticable, then the Administrative Agent shall forthwith give notice thereof to the Borrower and the Lenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension notice no longer exist, the obligations of the Lenders to make Eurodollar Loans shall be suspended. If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that then (i) the circumstances set forth in clause (a) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator any notice of the LIBOR Index Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Index Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish 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, 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. Notwithstanding anything to the contrary in Section 12.13, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this section, (x) any borrowing request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of Eurodollar Loans with an Interest Period having the duration of such Interest Period shall be ineffective, ineffective and (yii) if any borrowing request notice of the Borrower that requests a Borrowing of Eurodollar LoansLoans with an Interest Period having the duration of such Interest Period, such Borrowing shall be made as a Eurodollar Borrowing having an Interest Period with the shortest available duration described in the definition of “Interest Period” or, in the absence of any such available duration, as a Borrowing of Base Rate Loans; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Envestnet, Inc.)
Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. If on or prior to the first day commencement of any Interest Period for any Borrowing of Eurodollar Loans:Borrowing,
(ai) Agent shall have determined (which determination shall be conclusive and binding upon the Administrative Agent in good faith determines that deposits in U.S. Dollars (in the applicable amountsBorrowers absent manifest error) are not being offered to it in the interbank eurodollar market for such Interest Periodthat, or that by reason of circumstances affecting the relevant interbank eurodollar market market, adequate and reasonable means do not exist for ascertaining the applicable LIBORLIBOR for such Interest Period, or
(bii) Agent shall have received notice from the Required Lenders in good faith advise that the Administrative Agent that (i) Adjusted LIBOR as determined by the Administrative Agent will Rate does not adequately and fairly reflect the cost to such Lenders (or Lender, as the case may be) of making, funding or maintaining their (or its, as the case may be) Eurodollar Loans for such Interest Period or (ii) that the making or funding of Eurodollar Loans becomes impracticablePeriod, then the Administrative Then Agent shall forthwith give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower Representative and to the Lenders as soon as practicable thereafter. Until Agent shall notify the Borrowers and the Lenders, whereupon until the Administrative Agent notifies the Borrower Lenders that the circumstances giving rise to such suspension notice no longer exist, (x) the obligations of the Lenders to make Eurodollar Revolving Loans or to continue or convert outstanding Loans as or into Eurodollar Loans shall be suspended. If at any time the Administrative Agent determines suspended and (which determination y) all such affected Loans shall be conclusive absent manifest error) that (i) converted into Base Rate Loans on the circumstances set forth in clause (a) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator last day of the LIBOR Index Rate or a Governmental Authority having jurisdiction over then current Interest Period applicable thereto unless the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Index Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish 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 Borrowers prepay 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. Notwithstanding anything to the contrary in Section 12.13, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined Loans in accordance with this section, Agreement. Unless the Borrower Representative notifies Agent at least one (x1) any borrowing request that requests Business Day before the conversion date of any Eurodollar Borrowing tofor which a Notice of Borrowing or Notice of Continuation/Conversion has previously been given that it elects not to borrow, continue or continuation of any convert to a Eurodollar Loan on such date, then such Borrowing as, Eurodollar Loans shall be ineffective, and (y) any borrowing request that requests a Borrowing of Eurodollar Loans, shall be made as, continued as or converted into a Borrowing of Base Rate Loans; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this AgreementLoan.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (McBc Holdings, Inc.)
Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. If on or prior to the first day of any Interest Period for any Borrowing of Eurodollar Loans:
(a) the Administrative Agent in good faith determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the relevant interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBORLIBOR (such Eurodollar Loans, the “Impacted Loans”), or
(b) the Required Lenders in good faith advise the Administrative Agent that (i) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Eurodollar Loans Loans, respectively, for such Interest Period or (ii) that the making or funding of Eurodollar Loans becomes become impracticable, then the Administrative Agent shall forthwith give notice thereof to the Borrower and the Lenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances Table of Contents giving rise to such suspension no longer exist, the obligations of the Lenders to make or maintain Eurodollar Loans shall be suspended; provided that if one or more Lenders suspend maintaining Eurodollar Loans, the Borrower may elect to either prepay or convert such Eurodollar Loans to Base Rate Loans in accordance with the provisions of the final sentence of Section 10.1. If at any time The Administrative Agent shall not make a determination described in Section 10.2(a), and no Lender shall advise the Administrative Agent determines (as described in Section 10.2(b), unless the Administrative Agent or such Lender, as applicable, is then generally making or will thereafter generally make similar determinations or deliver similar advice, in each case, under comparable credit facilities with similar provisions to this Section 10.2 to which it is a party with borrowers that are similarly situated to and of similar creditworthiness to the Borrower. Notwithstanding the foregoing, if the Administrative Agent has made the determination shall be conclusive absent manifest error) that (i) the circumstances set forth described in clause (a) above have arisen of this Section 10.2, the Administrative Agent, in consultation with the Borrower and the Required Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such circumstances are unlikely alternative rate of interest shall apply with respect to be temporary or the Impacted Loans unless and until (ii1) the circumstances set forth in Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) have not arisen but the supervisor for the administrator of the LIBOR Index Rate or a Governmental Authority having jurisdiction over first sentence of this Section 10.2, (2) the Administrative Agent has made a public statement identifying a specific date after which or the LIBOR Index Rate shall no longer be used for determining interest rates for loans, then Required Lenders notify the Administrative Agent and the Borrower shall endeavor that such alternative interest rate does not adequately and fairly reflect the cost to establish an alternate such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Lawlaw has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to LIBOR that gives due consideration determine or charge interest rates based upon such rate or any Governmental Authoritygovernmental authority has imposed material restrictions on the authority of such Lender to do any of the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, foregoing 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. Notwithstanding anything to the contrary in Section 12.13, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as provides the Administrative Agent shall not have received, within five Business Days of and the date notice of such alternate rate of interest is provided to the Lenders, a Borrower written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this section, (x) any borrowing request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, Eurodollar Loans shall be ineffective, and (y) any borrowing request that requests a Borrowing of Eurodollar Loans, shall be made as a Borrowing of Base Rate Loans; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreementthereof.
Appears in 1 contract
Samples: Credit Agreement (J M SMUCKER Co)
Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. If on or prior to the first day of any Interest Period for any Borrowing of Eurodollar Loans:
(a) the Administrative Agent in good faith determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, or
(b) the Required Lenders in good faith advise the Administrative Agent that (i) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Eurodollar Loans for such Interest Period or (ii) that the making or funding of Eurodollar Loans becomes become impracticable, then the Administrative Agent shall forthwith give notice thereof to the Borrower and the Lenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Eurodollar Loans shall be suspended. If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator of the LIBOR Index Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Index Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish 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, 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. Notwithstanding anything to the contrary in Section 12.1312.11, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this section, (x) any borrowing request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, Eurodollar Loans shall be ineffective, and (y) any borrowing request that requests a Borrowing of Eurodollar Loans, shall be made as a Borrowing of Base Rate Loans; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.
Appears in 1 contract
Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. If on or prior to the first day of any Interest Period for any Borrowing of Eurodollar Loans:
(a) the Administrative Agent in good faith determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, or
(b) the Required Lenders in good faith advise the Administrative Agent that (i) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Eurodollar Loans for such Interest Period or (ii) that the making or funding of Eurodollar Loans becomes become impracticable, then the Administrative Agent shall forthwith give notice thereof to the Borrower Representative and the Lenders, whereupon until the Administrative Agent notifies the Borrower Representative that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Eurodollar Loans shall be suspended. If at With respect to any time Base Rate Loan, if the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) adequate and reasonable means do not exist for ascertaining the circumstances set forth in clause (a) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator of the LIBOR Index Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Index Rate shall no longer be used for determining interest rates for loansapplicable LIBOR, then the Administrative Agent shall forthwith give notice thereof to the Borrower Representative and the Borrower shall endeavor to establish 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 timeLenders, 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. Notwithstanding anything to the contrary in Section 12.13, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as whereupon until the Administrative Agent shall not have receivednotifies the Borrower Representative that the circumstances giving rise to such suspension no longer exist, within five Business Days the utilization of the date notice of such alternate rate of interest is provided to LIBOR Quoted Rate component in determining the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest Base Rate shall be determined in accordance with this section, (x) any borrowing request that requests suspended until the conversion of any Borrowing to, or continuation of any Borrowing as, Eurodollar Loans shall be ineffective, and (y) any borrowing request that requests a Borrowing of Eurodollar Loans, shall be made as a Borrowing of Base Rate Loans; provided that, if Administrative Agent revokes such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreementnotice.
Appears in 1 contract
Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. If on or prior to the first day of any Interest Period for any Borrowing of Eurodollar LIBOR Loans:
(a) the Administrative Agent in good faith determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest PeriodPeriod (such LIBOR Loan, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR“Impacted Loans”), or
(b) the Required Lenders in good faith advise the Administrative Agent that (i) LIBOR as determined by the Administrative Agent Agent, acting reasonably, will not adequately and fairly reflect the cost to such Lenders of funding their Eurodollar Loans LIBOR Loans, respectively, for such Interest Period or (ii) that the making or funding of Eurodollar LIBOR Loans becomes become impracticable, then the Administrative Agent shall forthwith give notice thereof to the Borrower and the Lenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Eurodollar or maintain LIBOR Loans shall be suspended; provided that if one or more Lenders suspend maintaining LIBOR Loans, the Borrower may elect to either prepay or convert such LIBOR Loans to Base Rate Loans in accordance with the provisions of the final sentence of Section 10.1. If at any time The Administrative Agent shall not make 58 #92469623v14 58 a determination described in Section 10.2(a), and no Lender shall advise the Administrative Agent determines (as described in Section 10.2(b), unless the Administrative Agent or such Lender, as applicable, is then generally making or will thereafter generally make similar determinations or deliver similar advice, in each case, under comparable credit facilities with similar provisions to this Section 10.2 to which it is a party with borrowers that are similarly situated to and of similar creditworthiness to the Borrower. Notwithstanding the foregoing, if the Administrative Agent has made the determination shall be conclusive absent manifest error) that (i) the circumstances set forth described in clause (a) above have arisen of this Section 10.2, the Administrative Agent, in consultation with the Borrower and the Required Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such circumstances are unlikely alternative rate of interest shall apply with respect to be temporary or the Impacted Loans unless and until (ii1) the circumstances set forth in Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) have not arisen but the supervisor for the administrator of the LIBOR Index Rate or a Governmental Authority having jurisdiction over first sentence of this Section 10.2, (2) the Administrative Agent has made a public statement identifying a specific date after which or the LIBOR Index Rate shall no longer be used for determining interest rates for loans, then Required Lenders notify the Administrative Agent and the Borrower shall endeavor that such alternative interest rate does not adequately and fairly reflect the cost to establish an alternate such Lenders of funding the Impacted Loans, or (3) any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to LIBOR that gives due consideration determine or charge interest rates based upon such rate or any governmental authority has imposed material restrictions on the authority of such Lender to do any of the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, foregoing 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. Notwithstanding anything to the contrary in Section 12.13, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as provides the Administrative Agent shall not have received, within five Business Days of and the date notice of such alternate rate of interest is provided to the Lenders, a Borrower written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this section, (x) any borrowing request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, Eurodollar Loans shall be ineffective, and (y) any borrowing request that requests a Borrowing of Eurodollar Loans, shall be made as a Borrowing of Base Rate Loans; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreementthereof.
Appears in 1 contract
Samples: Credit Agreement (J M SMUCKER Co)
Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. If IfDetermine Rates; Effect of Benchmark Transition Event.
(a) Subject to Section 10.2(b), if, on or prior to the first day of any (i) Borrowing of any Daily Simple SOFR Rate Loans or (ii) Interest Period for any Borrowing of Eurodollar LoansLoansTerm SOFR Rate Loan:
(a) the Administrative Agent in good faith determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBORLIBORi) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” or “Daily Simple SOFR” cannot be determined pursuant to the definition thereof, or
or (bbii) the Required Lenders in good faith advise the Administrative Agent that (i) LIBOR as determined by the Administrative Agent will willdetermine that for any reason in connection with any request for a Daily Simple SOFR Rate Loan or Term SOFR Rate Loan, as applicable or a conversion thereto or a continuation thereof that Daily Simple SOFR or Term SOFR, as applicable, for any requested Interest Period with respect to a proposed Term SOFR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding their Eurodollar Loans for such Interest Period or (ii) that the making or funding of Eurodollar Loans becomes impracticablebecome impracticablesuch Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall forthwith give notice thereof to the Borrower and the Lenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Eurodollar Loans shall be suspended. If at any time the Administrative Agent determines
(which determination shall be conclusive absent manifest errorb) that (i) the circumstances set forth in clause (a) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator of the LIBOR Index Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Index Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish 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, 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. Notwithstanding anything to the contrary herein or in Section 12.13, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate Loan Document (and any interest rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this section, (x) any borrowing request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, Eurodollar Loans shall be ineffective, and (y) any borrowing request that requests a Borrowing of Eurodollar Loans, shall be made as a Borrowing of Base Rate Loans; provided that, if such alternate rate of interest shall be less than zero, such rate swap agreement shall be deemed not to be zero a “Loan Document” for the purposes of this Agreement.Section 10.2(b)):
Appears in 1 contract
Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. If on or prior to the first day of any Interest Period for any Borrowing of Eurodollar Loans or on any day with respect to Daily Floating LIBOR Loans:
(a) the Administrative Agent in good faith determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR and/or Daily Floating LIBOR, as applicable, or
(b) the Required Lenders in good faith advise the Administrative Agent that (i) LIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Eurodollar Loans for such Interest Period and/or Daily Floating LIBOR will not adequately and fairly reflect the cost to such Lenders of funding their Daily Floating LIBOR Loans, as applicable or (ii) that the making or funding of Eurodollar Loans becomes and/or Daily Floating LIBOR Loans, as applicable, has become impracticable, then the Administrative Agent shall forthwith give notice thereof to the Borrower Representative and the Lenders, whereupon (x) until the Administrative Agent notifies the Borrower Representative that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Eurodollar Loans and/or Daily Floating LIBOR Loans, as applicable, shall be suspended. If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator of the LIBOR Index Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Index Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish 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, 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. Notwithstanding anything to the contrary in Section 12.13, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this section, (x) any borrowing request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, Eurodollar Loans shall be ineffective, suspended and (y) any borrowing request that requests on the last day of the current Interest Period for each Eurodollar Loan and/or Daily Floating LIBOR Loan, as applicable (or such earlier date as requested by Agent), such Loan shall, unless then repaid in full, automatically convert to a Borrowing of Eurodollar Loans, shall be made as a Borrowing of Base Rate Loans; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this AgreementLoan.”
(j) Section 8.7(a)(iv) (
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Addus HomeCare Corp)
