LIBOR Rate Option. (i) So long as Borrowers on a consolidated basis satisfy the financial test set forth below (provided however, no downward adjustment may occur if a Default or Event of Default has occurred and is continuing), tested quarterly on a rolling four (4) quarter basis beginning with the fiscal quarter ending March 31, 1997 and subject to the provisions of Section 2.5(c) and this Section 2.7(d), Borrowers, may choose to have all or a portion of either the Term Loans accrue interest (commencing, or in the case of subsequent quarters, changing, on the later of (i) five (5) days after, or (ii) the first day of the calendar month after, Agent's receipt of the Quarterly Compliance Certificate demonstrating the financial test is satisfied) at the Term Loan LIBOR Based Rate provided that in no event may the portion of the Term Loan subject to the Term Loan LIBOR Based Rate include any principal installments on the applicable Term Loan required to be made during the chosen LIBOR Interest Period. (ii) Interest on the outstanding LIBOR Based Rate Loans applicable to either of the Term Loans shall accrue at the per annum rate ("Term Loan LIBOR Based Rate") equal to the Adjusted LIBOR Rate as determined by Agent at the time of such request plus the Term Loan LIBOR Applicable Margin. The LIBOR Applicable Margin shall be determined in accordance with the chart set forth below: Funded Debt to Operating Term Loan LIBOR Cash Flow Ratio Applicable Margin ------------------------ ----------------- 1. Greater than 3.0 to 1.0 4.00% 2. Greater than 2.5 to 1.0 but less 3.00% than or equal to 3.0 to 1.0 3. Greater than 2.0 to 1.0 but less 2.75% than or equal to 2.5 to 1.0 4. Less than or equal to 2.0 to 1.0 2.25% (iii) Borrowers shall select a LIBOR Interest Period during which the Term Loan LIBOR Based Rate is applicable; provided, however, that if the LIBOR Interest Period would otherwise end on a day which shall not be a London Business Day, such LIBOR Interest Period shall be extended to the next preceding or succeeding London Business Day as is the Agent's custom in the market in which such LIBOR Based Rate Loan relates. Interest shall accrue from and including the first day of each LIBOR Interest Period to, but excluding the day on which any LIBOR Interest Period expires. For any LIBOR Interest Period which begins on the last London Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such LIBOR Interest Period), the LIBOR Interest Period shall end on the last London Business Day of a calendar month. All accrued and unpaid interest on a LIBOR Based Rate Loan must be repaid in full on the last day of the applicable LIBOR Interest Period. Interest shall also be due and payable for a LIBOR Interest Period in excess of three (3) months, on the day of such LIBOR Interest Period that would have been the last day of such period if such LIBOR Interest Period were a three (3) month period. No LIBOR Interest Period with respect to either of the Term Loans may end after the Term Loan A Maturity Date or Term Loan B Maturity Date, as applicable. Subject to all of the terms and conditions applicable to a request to convert all or a portion of either Term Loan to a LIBOR Based Rate Loan, Borrowers may convert such LIBOR Based Rate Loan as of the last day of the LIBOR Interest Period to a new LIBOR Based Rate Loan provided all interest accrued under the expiring LIBOR Interest Period has been paid. If the Borrowers fail to notify the Agent of the LIBOR Interest Period for such a subsequent LIBOR Based Rate Loan at least two (2) Business Days prior to the last day of the then current LIBOR Interest Period of such an outstanding LIBOR Based Rate Loan, then such outstanding LIBOR Based Rate Loan shall become a Base Rate Loan at the end of the current LIBOR Interest Period and shall accrue interest at the applicable Term Loan Base Rate in accordance with Sections 2.7(a) and (b) above. (iv) The Adjusted LIBOR Rate may be automatically adjusted by Agent on a prospective basis to take into account the additional or increased cost of maintaining any necessary reserves for Eurodollar deposits or increased costs due to changes in applicable law or regulation or the interpretation thereof occurring subsequent to the commencement of the then applicable LIBOR Interest Period, including but not limited to changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage and any Reserve which has resulted in a payment pursuant to Section 2.13 below, that increase the cost to Lenders of funding the LIBOR Based Rate Loan. Agent shall promptly give the Borrowers and each Lender notice of such a determination and adjustment, which determination shall be prima facie evidence of the correctness of the fact and the amount of such adjustment. (v) If Borrowers shall have requested the rate based on the Adjusted LIBOR Rate in accordance with Section 2.7(d) and Agent shall have reasonably determined that Eurodollar deposits equal to the amount of the principal of the requested LIBOR Based Rate Loan and for the LIBOR Interest Period specified are unavailable, or that the rate based on the Adjusted LIBOR Rate will not adequately and fairly reflect the cost of the Adjusted LIBOR Rate applicable to the specified LIBOR Interest Period, of making or maintaining the principal amount of the requested LIBOR Based Rate Loan specified by the Borrowers during the LIBOR Interest Period specified, or that by reason of circumstances affecting Eurodollar markets, adequate and reasonable means do not exist for ascertaining the rate based on the Adjusted LIBOR Rate applicable to the specified LIBOR Interest Period, Agent shall promptly give notice of such determinatAdjusted LIBOR Rate is not available. A determination by Agent hereunder shall be prima facie evidence of the correctness of the fact and amount of such additional costs or unavailability. Upon such a determination, (i) the obligation to convert to, or maintain a LIBOR Based Rate Loan at the rate based on the Adjusted LIBOR Rate shall be suspended until Agent shall have notified the Borrowers that such conditions shall have ceased to exist, and (ii) the applicable Term Loan portion subject to the requested conversion shall continue to accrue interest at the applicable Term Loan Base Rate in accordance with Sections 2.7(a) and 2.7(b) above. (vi) If, as a result of any changes in applicable law or regulation or the interpretation thereof, it becomes unlawful for a Lender (or such Lender's Bank Affiliate) to maintain Eurodollar liabilities sufficient to fund any LIBOR Based Rate Loan subject to the rate based on the Adjusted LIBOR Rate, then such Lender shall immediately notify the Agent who shall immediately notify the Borrowers thereof and such Lender's obligations hereunder to convert to, or maintain a LIBOR Based Rate Loan at the rate based on the Adjusted LIBOR Rate shall be suspended until such time as such Lender (or such Lender's Bank Affiliate) may again cause the rate based on the Adjusted LIBOR Rate to be applicable to its share of any LIBOR Based Rate Loan and such Lender's share of the Revolving Credit subject to the LIBOR Based Rate Loan shall continue to accrue interest at the applicable Term Loan Base Rate in accordance with Sections 2.6(a) and 2.6(b) above. Promptly after becoming aware that it is no longer unlawful for such Lender (or such Lender's Bank Affiliate) to maintain such Eurodollar liabilities, such Lender shall notify the Agent who will notify the Borrowers thereof and such suspension shall cease to exist.
Appears in 1 contract
LIBOR Rate Option. (i) So long as Borrowers on a consolidated basis satisfy the financial test set forth below (provided however, no downward adjustment may occur if a Default or Event of Default has occurred and is continuing), tested quarterly on a rolling four (4) quarter basis beginning with the fiscal quarter ending March 31Borrower may, 1997 and subject to the provisions requirements of Section 2.5(c) and this Section 2.7(d)2.2, Borrowers, may choose to have all or a portion of either the Term Loans Revolving Credit accrue interest at the Adjusted LIBOR Rate plus the Initial LIBOR Rate Margin.
(commencingii) As of each fiscal quarter end beginning with the first full fiscal quarter after consummation of the IPO, or the interest rate applicable to LIBOR Based Rate Loans under the Revolving Credit may be adjusted and interest shall thereafter in any event accrue at the case per annum rate equal to the Adjusted LIBOR Rate PLUS the applicable Adjusted LIBOR Rate Margin set forth below. In no event, however, may a downward adjustment occur if an Event of subsequent quarters, changing, Default has occurred and is continuing. Any such adjustment shall be effective on the later of (i) five (5) days after, or (ii) the first day of the calendar month after, Agent's receipt of the Quarterly Compliance Certificate demonstrating the financial test is satisfied) at the Term Loan LIBOR Based Rate provided that in no event may the portion which tier of the Term Loan subject to the Term Loan LIBOR Based Rate include any principal installments on the applicable Term Loan required to be made during the chosen LIBOR Interest Period.
(ii) Interest on the outstanding LIBOR Based Rate Loans applicable to either of the Term Loans shall accrue at the per annum rate ("Term Loan LIBOR Based Rate") equal to the performance ratio is applicable. The Adjusted LIBOR Rate as determined by Agent at the time of such request plus the Term Loan LIBOR Applicable Margin. The LIBOR Applicable Margin shall be determined in accordance with the chart set forth below: Funded Consolidated Senior Debt to Operating Term Loan ------------------------ To Consolidated EBITDA Adjusted LIBOR Cash Flow Ratio Applicable Rate Margin ------------------------ --------------------------------------- --------------------------
1. Greater than 3.0 2.50 to 1.0 4.00%250 basis points
2. Greater than 2.5 to 1.0 but less 3.00% Less than or equal to 3.0 2.50 to 1.0 225 basis points but greater than 1.75 to 1.0
3. Greater than 2.0 to 1.0 but less 2.75% Less than or equal to 2.5 1.75 to 1.0 200 basis points but greater than 1.0 to 1.0
4. Less than or equal to 2.0 1.0 to 1.0 2.25%175 basis points
(iii) Borrowers Borrower shall select a LIBOR Interest Period during which the Term Loan LIBOR Based Rate is applicable; provided, however, that if the LIBOR Interest Period would otherwise end on a day which shall not be a London Business Day, such LIBOR Interest Period shall be extended to the next preceding or succeeding London Business Day as is the Agent's custom in the market in which such LIBOR Based Rate Loan relates. Interest shall accrue from and including the first day of each LIBOR Interest Period to, but excluding the day on which any LIBOR Interest Period expires. For any LIBOR Interest Period which begins on the last London Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such LIBOR Interest Period), the LIBOR Interest Period shall end on the last London Business Day of a calendar month. All accrued and unpaid interest on a LIBOR Based Rate Loan must be repaid paid in full on the last day of the applicable LIBOR Interest Period. Interest shall also be due and payable for a LIBOR Interest Period in excess of three (3) months, months on the day of such LIBOR Interest Period that would have been the last day of such period LIBOR Interest Period if such LIBOR Interest Period were a three (3) month periodLIBOR Interest Period. No LIBOR Interest Period with respect to either of the Term Loans may end after the Term Loan A Maturity Date or Term Loan B Revolving Credit Maturity Date, as applicable. Subject to all of the terms and conditions applicable to a request to convert all or a portion of either Term Loan to for a LIBOR Based Rate Loan, Borrowers Borrower may convert such an existing LIBOR Based Rate Loan as of the last day of the LIBOR Interest Period to a new LIBOR Based Rate Loan provided all interest accrued under the expiring LIBOR Interest Period has been paid. If the Borrowers fail Borrower fails to notify the Agent Lender of the LIBOR Interest Period for such a subsequent LIBOR Based Rate Loan at least two (2) Business Days prior to the last day of the then current LIBOR Interest Period of such an outstanding LIBOR Based Rate Loan, then such outstanding LIBOR Based Rate Loan shall become a Base Rate Loan at the end of the current LIBOR Interest Period and shall accrue interest at the applicable Term Loan Revolving Credit Base Rate in accordance with Sections 2.7(a2.3(a) and or (b) above.
(iv) The Adjusted LIBOR Rate may be automatically adjusted by Agent on a prospective basis to take into account the additional or increased cost of maintaining any necessary reserves for Eurodollar deposits or increased costs due to changes in applicable law or regulation or the interpretation thereof occurring subsequent to the commencement of the then applicable LIBOR Interest Period, including but not limited to changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage and any Reserve which has resulted in a payment pursuant to Section 2.13 below, that increase the cost to Lenders of funding the LIBOR Based Rate Loan. Agent shall promptly give the Borrowers and each Lender notice of such a determination and adjustment, which determination shall be prima facie evidence of the correctness of the fact and the amount of such adjustment.
(v) If Borrowers shall have requested the rate based on the Adjusted LIBOR Rate in accordance with Section 2.7(d) and Agent shall have reasonably determined that Eurodollar deposits equal to the amount of the principal of the requested LIBOR Based Rate Loan and for the LIBOR Interest Period specified are unavailable, or that the rate based on the Adjusted LIBOR Rate will not adequately and fairly reflect the cost of the Adjusted LIBOR Rate applicable to the specified LIBOR Interest Period, of making or maintaining the principal amount of the requested LIBOR Based Rate Loan specified by the Borrowers during the LIBOR Interest Period specified, or that by reason of circumstances affecting Eurodollar markets, adequate and reasonable means do not exist for ascertaining the rate based on the Adjusted LIBOR Rate applicable to the specified LIBOR Interest Period, Agent shall promptly give notice of such determinatAdjusted LIBOR Rate is not available. A determination by Agent hereunder shall be prima facie evidence of the correctness of the fact and amount of such additional costs or unavailability. Upon such a determination, (i) the obligation to convert to, or maintain a LIBOR Based Rate Loan at the rate based on the Adjusted LIBOR Rate shall be suspended until Agent shall have notified the Borrowers that such conditions shall have ceased to exist, and (ii) the applicable Term Loan portion subject to the requested conversion shall continue to accrue interest at the applicable Term Loan Base Rate in accordance with Sections 2.7(a) and 2.7(b) above.
(vi) If, as a result of any changes in applicable law or regulation or the interpretation thereof, it becomes unlawful for a Lender (or such Lender's Bank Affiliate) to maintain Eurodollar liabilities sufficient to fund any LIBOR Based Rate Loan subject to the rate based on the Adjusted LIBOR Rate, then such Lender shall immediately notify the Agent who shall immediately notify the Borrowers thereof and such Lender's obligations hereunder to convert to, or maintain a LIBOR Based Rate Loan at the rate based on the Adjusted LIBOR Rate shall be suspended until such time as such Lender (or such Lender's Bank Affiliate) may again cause the rate based on the Adjusted LIBOR Rate to be applicable to its share of any LIBOR Based Rate Loan and such Lender's share of the Revolving Credit subject to the LIBOR Based Rate Loan shall continue to accrue interest at the applicable Term Loan Base Rate in accordance with Sections 2.6(a) and 2.6(b) above. Promptly after becoming aware that it is no longer unlawful for such Lender (or such Lender's Bank Affiliate) to maintain such Eurodollar liabilities, such Lender shall notify the Agent who will notify the Borrowers thereof and such suspension shall cease to exist.of
Appears in 1 contract
LIBOR Rate Option. (i) So long Interest on the outstanding LIBOR Based Rate Advances under the Revolving Credit shall accrue at the rate ("LIBOR Based Rate") equal to the sum of (A) the Adjusted LIBOR Rate as Borrowers determined by the Administrative Agent on the Interest Rate Determination Date plus (B) a consolidated basis satisfy margin (the financial test set forth below "LIBOR Based Rate Margin") which may fluctuate from time to time in accordance with the following schedule: If the Borrower's Ratio of Consolidated EBITDA to Consolidated Interest Expense is (provided however, no downward adjustment may occur if a Default or Event of Default has occurred and is continuing), tested quarterly measured on Available LIBOR a rolling four quarter basis) Based Rate Margin --------------------------------------- ----------------- Less than 5.00 to 1 one and one quarter (1.25%) percent per annum ("Level 1") Greater than or equal to one (1.0%) percent 5.00 to 1 but less than per annum 6.25 to 1 ("Level 2") Greater than or equal to three quarters of 6.25 to 1 but less than one (0.75%) percent 8.00 to 1 per annum ("Level 3") Greater than or equal to one half of one 8.00 to 1 (.50%) percent per annum ("Level 4") quarter basis beginning Changes in the LIBOR Based Rate Margin (if any) shall become effective (A) with respect to the Quarterly Compliance Certificate delivered in respect of the first three (3) fiscal quarters in any fiscal year in accordance with Section 5.8, commencing on the first day of the calendar month immediately following the calendar month in which the Administrative Agent shall have received from the Borrower such Quarterly Compliance Certificate or (B) with respect to the Quarterly Compliance Certificate delivered in respect of the last fiscal quarter ending March 31in any fiscal year in accordance with Section 5.8, 1997 and subject to the provisions of Section 2.5(c) and this Section 2.7(d), Borrowers, may choose to have all or a portion of either the Term Loans accrue interest (commencing, or in the case of subsequent quarters, changing, commencing on the later earlier to occur of (i) five (5) days after, or (iiI) the first day of the calendar month afterimmediately following the calendar month in which the Administrative Agent shall have received from the Borrower such Quarterly Compliance Certificate or (II) the first day of the calendar month immediately following the calendar month in which the date 45 days after the end of the fiscal year of the Borrower most recently ended occurs provided, however, that no such changes shall occur (x) until the Borrower has delivered its Quarterly Compliance Certificate for the fiscal quarter ending September 30, 1997 and (y) unless no Default or Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of a Default or an Event of Default, the LIBOR Based Rate Margin may, in the discretion of the Administrative Agent or at the direction of the Majority Lenders, be increased (and shall automatically be so increased if the Default or Event of Default is a payment default) to one and one quarter (1.25%) percent per annum (in addition to institution of the Default Rate, if applicable) and shall be applied retroactively to the date of the occurrence of such Default or Event of Default (or in the event of a Default in respect of the obligation to deliver a Quarterly Compliance Certificate for the last fiscal quarter in each fiscal year, the first day of the calendar month immediatelymonth in which the date 45 days after the end of the latest fiscal year of the Borrower occurs). Notwithstanding the foregoing, decreases in the LIBOR Based Rate Margin, from one fiscal quarter of the Borrower to the next, shall be no greater than one level. By way of example only, if the LIBOR Based Rate Margin is at Level 1 during a fiscal quarter and the Borrower's Quarterly Compliance Certificate for the end of such quarter shows the Borrower's Ratio of Consolidated EBITDA to Consolidated Interest Expense to be greater than 8.00 to 1, the applicable LIBOR Based Rate Margin for the next fiscal quarter shall be Level 2. If such covenant calculations remain the same as of the end of such second quarter, the LIBOR Based Rate Margin shall decrease to Level 3. If, however, such certificate shows the ratio to be less than 5.00 to 1, then the LIBOR Based Rate Margin shall return to Level 1 for the third quarter. The Administrative Agent's receipt , Lenders and Borrower acknowledge that, on the date hereof, the applicable LIBOR Based Rate Margin is the margin described as Level [3] above, which Level shall remain applicable at all times through the first day of the calendar month immediately following the calendar month in which the Administrative Agent shall have received from the Borrower the Quarterly Compliance Certificate demonstrating for the financial test is satisfied) at quarter ended September 30, 1997 (unless a Default or an Event of Default earlier occurs in which case the Term Loan LIBOR Based Rate provided that in no event may the portion of the Term Loan subject to the Term Loan LIBOR Based Rate include any principal installments on the applicable Term Loan required to Margin shall be made during the chosen LIBOR Interest Periodadjusted as set forth above).
(ii) Interest on the outstanding LIBOR Based Rate Loans applicable to either Those portions of the Term Loans shall accrue at the per annum rate ("Term Loan LIBOR Based Rate") equal Revolving Credit subject to the Adjusted LIBOR Rate as determined by Agent at the time of such request plus the Term Loan LIBOR Applicable Margin. The LIBOR Applicable Margin this option shall be determined in accordance with selected and outstanding for either a one (1) month, two (2) month, three (3) month, or six (6) month (or if available from all of the chart set forth below: Funded Debt to Operating Term Loan LIBOR Cash Flow Ratio Applicable Margin ------------------------ -----------------
1. Greater than 3.0 to 1.0 4.00%
2. Greater than 2.5 to 1.0 but less 3.00% than Lenders, nine (9) month or equal to 3.0 to 1.0
3. Greater than 2.0 to 1.0 but less 2.75% than or equal to 2.5 to 1.0
4. Less than or equal to 2.0 to 1.0 2.25%
twelve (iii12) Borrowers shall select a LIBOR Interest Period during which month) period from the Term Loan LIBOR Based Rate is applicable; provided, however, that if the LIBOR Interest Period would otherwise end on a day which shall not be a London Business Day, such LIBOR Interest Period shall be extended to the next preceding or succeeding London Business Day as is the Agent's custom in the market in which date such LIBOR Based Rate Loan relates. Interest shall accrue from and including the first day of each LIBOR Interest Period to, but excluding the day on which any LIBOR Interest Period expires. For any LIBOR Interest Period which begins on the last London Business Day of a calendar month (Advance is made or on a day for which there renewed or an Advance is no numerically corresponding day in the calendar month at the end of such LIBOR Interest Period), the LIBOR Interest Period shall end on the last London Business Day of a calendar month. All accrued and unpaid interest on converted to a LIBOR Based Rate Loan Advance ("LIBOR Interest Period") and must be repaid in full on the last day of the applicable LIBOR Interest Period. Interest such applicableInterest shall also be due and payable payable, for LIBOR Based Rate Advances having a LIBOR Interest Period in excess of three (3) monthsmonths or greater, on each date occurring at three-month intervals after the first day of such LIBOR Interest Period that would have been the last day of such period if such LIBOR Interest Period were a three (3) month periodBased Rate Advance Period. No LIBOR Interest Period with respect to either of the Term Loans may end after the Term Loan A Maturity Date or Term Loan B Maturity Date, as applicable. Subject to all of the terms and conditions applicable to a request for a new Advance which the Borrower desires to select as a LIBOR Based Rate Advance, the Borrower may convert all or a portion of either Term Loan any Advance to a LIBOR Based Rate Loan, Borrowers may convert such Advance or extend a LIBOR Based Rate Loan Advance as of the last day of the LIBOR Interest Period to a new LIBOR Based Rate Loan provided all interest accrued under the expiring LIBOR Interest Period has been paid. If the Borrowers fail to notify the Agent Advance.
(iii) No more than ten (10) portions (tranches) of the LIBOR Interest Period for such a subsequent principal of LIBOR Based Rate Loan Advances may be outstanding at least two (2) Business Days prior to the last day of the then current LIBOR Interest Period of such an outstanding LIBOR Based Rate Loan, then such outstanding LIBOR Based Rate Loan shall become a Base Rate Loan at the end of the current LIBOR Interest Period and shall accrue interest at the applicable Term Loan Base Rate in accordance with Sections 2.7(a) and (b) aboveany one time.
(iv) The Adjusted LIBOR Rate may be automatically adjusted by Agent on a prospective basis to take into account the additional or increased cost of maintaining any necessary reserves for Eurodollar deposits or increased costs due to changes in applicable law or regulation or the interpretation thereof occurring subsequent to the commencement of the then applicable initial LIBOR Interest Period, including but not limited to changes in tax laws (except changes Period for any Borrowing of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage and any Reserve which has resulted in a payment pursuant to Section 2.13 below, that increase the cost to Lenders of funding the LIBOR Based Rate Loan. Agent Advances shall promptly give commence on the Borrowers date of such Borrowing (including the date of any conversion from a Borrowing of an Alternate Base Rate Advance) and each Lender notice LIBOR Interest Period occurring thereafter (including continuations thereof) in respect of such a determination and adjustment, Borrowing shall commence on the date on which determination shall be prima facie evidence of the correctness of the fact and the amount of such adjustmentnext preceding LIBOR Interest Period expires.
(v) If Borrowers shall have requested the rate based on the Adjusted any LIBOR Rate in accordance with Section 2.7(d) and Agent shall have reasonably determined that Eurodollar deposits equal Interest Period relating to the amount a Borrowing of the principal of the requested LIBOR Based Rate Loan and Advances begins on a date for which there is no numerically corresponding date in the calendar month in which such LIBOR Interest Period specified are unavailableends, or that the rate based on the Adjusted LIBOR Rate will not adequately and fairly reflect the cost of the Adjusted LIBOR Rate applicable to the specified LIBOR Interest Period, of making or maintaining the principal amount of the requested LIBOR Based Rate Loan specified by the Borrowers during the such LIBOR Interest Period specified, or that by reason of circumstances affecting Eurodollar markets, adequate and reasonable means do not exist for ascertaining the rate based shall end on the Adjusted LIBOR Rate applicable to the specified LIBOR Interest Period, Agent shall promptly give notice last Business Day of such determinatAdjusted LIBOR Rate is not available. A determination by Agent hereunder shall be prima facie evidence of the correctness of the fact and amount of such additional costs or unavailability. Upon such a determination, (i) the obligation to convert to, or maintain a LIBOR Based Rate Loan at the rate based on the Adjusted LIBOR Rate shall be suspended until Agent shall have notified the Borrowers that such conditions shall have ceased to exist, and (ii) the applicable Term Loan portion subject to the requested conversion shall continue to accrue interest at the applicable Term Loan Base Rate in accordance with Sections 2.7(a) and 2.7(b) abovecalendar month.
(vi) If, as a result of any changes in applicable law or regulation or the interpretation thereof, it becomes unlawful for a Lender (or such Lender's Bank Affiliate) to maintain Eurodollar liabilities sufficient to fund If any LIBOR Based Rate Loan subject to the rate based Interest Period would otherwise expire on a day which is not a Business Day, such LIBOR Interest Period shall expire on the Adjusted next succeeding Business Day; provided that if any LIBOR Rate, then such Lender shall immediately notify the Agent who shall immediately notify the Borrowers thereof and such Lender's obligations hereunder to convert to, or maintain Interest Period in respect of a LIBOR Based Rate Loan at Advance would otherwise expire on a day which is not a Business Day but is a day of the rate based month after which no further Business Day occurs in such month, such LIBOR Interest Period shall expire on the Adjusted LIBOR Rate shall be suspended until such time as such Lender (or such Lender's Bank Affiliate) may again cause the rate based on the Adjusted LIBOR Rate to be applicable to its share of any LIBOR Based Rate Loan and such Lender's share of the Revolving Credit subject to the LIBOR Based Rate Loan shall continue to accrue interest at the applicable Term Loan Base Rate in accordance with Sections 2.6(a) and 2.6(b) above. Promptly after becoming aware that it is no longer unlawful for such Lender (or such Lender's Bank Affiliate) to maintain such Eurodollar liabilities, such Lender shall notify the Agent who will notify the Borrowers thereof and such suspension shall cease to existnext preceding Business Day.
Appears in 1 contract
Sources: Loan Agreement (CSS Industries Inc)
LIBOR Rate Option. The Borrower may elect to have interest accrue at the LIBOR-Based Rate (hereinafter defined). The LIBOR-Based Rate shall be the sum of: (i) So long as Borrowers on a consolidated basis satisfy the financial test set forth below "LIBOR Rate" (provided however, no downward adjustment may occur if a Default or Event of Default has occurred and is continuinghereinafter defined), tested quarterly on a rolling four (4) quarter basis beginning with the fiscal quarter ending March 31, 1997 and subject to the provisions of Section 2.5(c) and this Section 2.7(d), Borrowers, may choose to have all or a portion of either the Term Loans accrue interest (commencing, or in the case of subsequent quarters, changing, on the later of (i) five (5) days after, or plus (ii) the first day applicable LIBOR Margin (hereinafter defined). The LIBOR Rate is the annual percentage rate of the calendar month after, Agent's receipt of the Quarterly Compliance Certificate demonstrating the financial test is satisfied) at the Term Loan LIBOR Based Rate provided that in no event may the portion of the Term Loan subject to the Term Loan LIBOR Based Rate include any principal installments on the applicable Term Loan required to be made during the chosen LIBOR Interest Period.
(ii) Interest on the outstanding LIBOR Based Rate Loans applicable to either of the Term Loans shall accrue at the per annum rate ("Term Loan LIBOR Based Rate") interest equal to the Adjusted London Interbank Offered Rate for corresponding deposits of United States dollars for "Interest Periods" of one (1), two (2), three (3) or six (6) months. Absent manifest error, the Lender's certificate to the Borrower stating the LIBOR Rate as determined by Agent at the time of such request plus the Term Loan LIBOR Applicable Marginfor each Interest Period shall be conclusive. The LIBOR Applicable Margin shall be determined in accordance with be: (a) 1.50%, if the chart set forth below: Funded ratio of the Borrower's Senior Debt to Operating Term Loan LIBOR Cash Flow Ratio Applicable Margin ------------------------ -----------------
1. Greater than 3.0 EBITDA does not exceed 0.75 to 1.0 4.001.00 as of most recent Determination Date (hereinafter defined); (b) 1.65%
2. Greater than 2.5 , if the ratio of the Borrower's Senior Debt to 1.0 EBITDA equals or exceeds 0.75 to 1.00 but is less 3.00% than or equal to 3.0 1.25 to 1.0
3. Greater than 2.0 to 1.0 but less 2.75% than or equal to 2.5 to 1.0
4. Less than or equal to 2.0 to 1.0 2.251.00 as of the most recent Determination Date; and (c) 2.00%
(iii) Borrowers shall select a LIBOR Interest Period during which the Term Loan LIBOR Based Rate is applicable; provided, however, that if the ratio of the Borrower's Senior Debt to EBITDA exceeds 1.25 to 1.00 as of the most recent Determination Date. The LIBOR Interest Period would otherwise end Margin will adjust on a day which shall not be a London Business Day, such LIBOR Interest Period shall be extended to the next preceding or succeeding London Business Day as is the Agent's custom in the market in which such LIBOR Based Rate Loan relates. Interest shall accrue from and including the first day of after each Determination Date. The Borrower shall have the right to select the LIBOR Rate Option and the Interest Period to, but excluding the day on which any LIBOR Interest Period expires. For any LIBOR Interest Period which begins on the last London Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such LIBOR Interest Period), the LIBOR Interest Period shall end on the last London Business Day of a calendar month. All accrued and unpaid interest on a LIBOR Based Rate Loan must be repaid in full on the last day of the applicable LIBOR Interest Period. Interest shall also be due and payable for a LIBOR Interest Period in excess of three (3) months, on the day of such LIBOR Interest Period that would have been the last day of such period if such LIBOR Interest Period were a three (3) month period. No LIBOR Interest Period with respect to either of the Term Loans may end after the Term Loan A Maturity Date or Term Loan B Maturity Date, as applicable. Subject to all of the terms and conditions applicable to a request to convert all or a portion of either Term Loan to a LIBOR Based Rate Loan, Borrowers may convert such LIBOR Based Rate Loan as of the last day of the LIBOR Interest Period to a new LIBOR Based Rate Loan provided all interest accrued under the expiring LIBOR Interest Period has been paid. If the Borrowers fail to notify the Agent of the LIBOR Interest Period for such a subsequent LIBOR Based Rate Loan at least two (2) Business Days prior by written notice to the last day of the then current LIBOR Interest Period of such an outstanding LIBOR Based Rate Loan, then such outstanding LIBOR Based Rate Loan shall become a Base Rate Loan at the end of the current LIBOR Interest Period and shall accrue interest at the applicable Term Loan Base Rate in accordance with Sections 2.7(a) and (b) above.
(iv) The Adjusted LIBOR Rate may be automatically adjusted by Agent on a prospective basis to take into account the additional or increased cost of maintaining any necessary reserves for Eurodollar deposits or increased costs due to changes in applicable law or regulation or the interpretation thereof occurring subsequent Lender three days prior to the commencement of the then applicable LIBOR proposed Interest Period, including but not limited to changes in tax laws (except changes of general applicability in corporate income tax laws) and changes ; in the reserve requirements imposed absence of an election by the Board of Governors Borrower of the Federal Reserve System (or any successor)LIBOR Rate Option, excluding the Reserve Percentage and any Reserve which has resulted in a payment pursuant to Section 2.13 below, that increase the cost to Lenders of funding the LIBOR Prime Rate Option shall apply. The LIBOR-Based Rate Loanmay be elected only for increments of principal in integral multiples of $100,000.00. Agent Subject to the conditions and terms set forth herein, Borrower may elect to have the LIBOR-Based Rate apply to a portion of the outstanding principal balance and the Prime Rate apply to the remaining unpaid principal balance. The LIBOR-Based Rate election need not be made on a Determination Date. The Borrower may have no more than three LIBOR-Based Rate elections in effect at any time. For purposes of determining any adjustment in the interest rate, the "Determination Date" is the last day of each calendar quarter. Senior Debt and EBITDA shall promptly give have the Borrowers and each Lender notice meanings ascribed to them in the Credit Agreement (hereinafter defined). All interest payable under the terms of such a determination and adjustment, which determination this Note shall be prima facie evidence of the correctness of the fact and the amount of such adjustment.
(v) If Borrowers shall have requested the rate based calculated on the Adjusted LIBOR Rate in accordance with Section 2.7(d) and Agent shall have reasonably determined that Eurodollar deposits equal basis of a per diem rate, calculated on a 360-day year, applied to the amount actual number of the principal of the requested LIBOR Based Rate Loan and for the LIBOR Interest Period specified are unavailable, or that the rate based on the Adjusted LIBOR Rate will not adequately and fairly reflect the cost of the Adjusted LIBOR Rate applicable to the specified LIBOR Interest Period, of making or maintaining the principal amount of the requested LIBOR Based Rate Loan specified by the Borrowers during the LIBOR Interest Period specified, or that by reason of circumstances affecting Eurodollar markets, adequate and reasonable means do not exist for ascertaining the rate based on the Adjusted LIBOR Rate applicable to the specified LIBOR Interest Period, Agent shall promptly give notice of such determinatAdjusted LIBOR Rate is not available. A determination by Agent hereunder shall be prima facie evidence of the correctness of the fact and amount of such additional costs or unavailability. Upon such a determination, (i) the obligation to convert to, or maintain a LIBOR Based Rate Loan at the rate based on the Adjusted LIBOR Rate shall be suspended until Agent shall have notified the Borrowers that such conditions shall have ceased to exist, and (ii) the applicable Term Loan portion subject to the requested conversion shall continue to accrue interest at the applicable Term Loan Base Rate in accordance with Sections 2.7(a) and 2.7(b) abovedays elapsed.
(vi) If, as a result of any changes in applicable law or regulation or the interpretation thereof, it becomes unlawful for a Lender (or such Lender's Bank Affiliate) to maintain Eurodollar liabilities sufficient to fund any LIBOR Based Rate Loan subject to the rate based on the Adjusted LIBOR Rate, then such Lender shall immediately notify the Agent who shall immediately notify the Borrowers thereof and such Lender's obligations hereunder to convert to, or maintain a LIBOR Based Rate Loan at the rate based on the Adjusted LIBOR Rate shall be suspended until such time as such Lender (or such Lender's Bank Affiliate) may again cause the rate based on the Adjusted LIBOR Rate to be applicable to its share of any LIBOR Based Rate Loan and such Lender's share of the Revolving Credit subject to the LIBOR Based Rate Loan shall continue to accrue interest at the applicable Term Loan Base Rate in accordance with Sections 2.6(a) and 2.6(b) above. Promptly after becoming aware that it is no longer unlawful for such Lender (or such Lender's Bank Affiliate) to maintain such Eurodollar liabilities, such Lender shall notify the Agent who will notify the Borrowers thereof and such suspension shall cease to exist.
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LIBOR Rate Option. Borrower shall have the right, from time to time (but not prior to the fourth (4th) day after the Closing Date), to designate portions of the Loans as bearing interest at the then applicable LIBOR Rate, by means of a written notice to Agent specifying (i) So long the amount of such Loans that will bear interest at a LIBOR Rate (provided, that LIBOR Rate Loans shall be in a minimum amount of the Dollar Equivalent of Five Hundred Thousand Dollars ($500,000) and in minimum increments of the Dollar Equivalent of Two Hundred Fifty Thousand Dollars ($250,000)); (ii) the date on which the applicable Interest Rate Period shall begin; (iii) the Interest Rate Period applicable thereto; and (iv) the Applicable Currency. All designations of Loans as Borrowers on a consolidated basis satisfy LIBOR Rate Loans must be received by Agent not later than 10:00 a.m., Chicago time, three (3) Banking Days prior to the financial test set forth below date the applicable Interest Rate Period is to begin (provided howeveror is to be continued); provided, no downward adjustment may occur if a Default or Event that in the case of Default has occurred and is continuing)Offshore Currency Loans, tested quarterly on a rolling all such designations must be received by Agent not later than 10:00 a.m., Chicago time, four (4) quarter basis beginning with the fiscal quarter ending March 31, 1997 and subject Banking Days prior to the provisions date the applicable Interest Rate Period is to begin (or is to be continued). Notwithstanding the foregoing, (A) all undesignated portions of Section 2.5(c) and this Section 2.7(dthe Loans shall bear interest at the rate set forth in SECTION 2.4.1(a), Borrowers(B) the Dollar Equivalent of the aggregate Offshore Currency Loans shall not exceed Five Million Dollars ($5,000,000) at any time, and (C) in no event may choose to have all or a portion of either the Term Loans accrue interest (commencing, or in the case of subsequent quarters, changing, on the later of (i) more than five (5) days after, or (ii) the first day LIBOR Rate Loans having different Interest Rate Periods be outstanding at any one time. Each designation by Borrower of the calendar month after, Agent's receipt of the Quarterly Compliance Certificate demonstrating the financial test is satisfied) at the Term a LIBOR Rate Loan LIBOR Based Rate provided that in no event may the portion of the Term Loan subject shall be irrevocable. Notwithstanding anything contained herein to the Term Loan LIBOR Based Rate include any principal installments on the applicable Term Loan required to be made during the chosen LIBOR Interest Period.
contrary, if an Event of Default exists (iix) Interest on the outstanding LIBOR Based Rate Loans applicable to either of the Term Loans shall accrue at the per annum rate ("Term Loan LIBOR Based Rate") equal to the Adjusted no LIBOR Rate as determined by Agent at the time of such request plus the Term Loan LIBOR Applicable Margin. The LIBOR Applicable Margin shall may be determined in accordance with the chart set forth below: Funded Debt to Operating Term Loan LIBOR Cash Flow Ratio Applicable Margin ------------------------ -----------------
1. Greater than 3.0 to 1.0 4.00%
2. Greater than 2.5 to 1.0 but less 3.00% than commenced or equal to 3.0 to 1.0
3. Greater than 2.0 to 1.0 but less 2.75% than or equal to 2.5 to 1.0
4. Less than or equal to 2.0 to 1.0 2.25%
continued, and (iiiy) Borrowers shall select a LIBOR Interest Period during which the Term Loan LIBOR Based Rate is applicable; provided, however, that if the LIBOR Interest Period would otherwise end on a day which shall not be a London Business Day, such LIBOR Interest Period shall be extended to the next preceding or succeeding London Business Day as is the Agent's custom in the market in which such LIBOR Based Rate Loan relates. Interest shall accrue from and including the first day of each LIBOR Interest Period to, but excluding the day on which any LIBOR Interest Period expires. For any LIBOR Interest Period which begins on the last London Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such its Interest Rate Period, each LIBOR Interest Period), the LIBOR Interest Period shall end on the last London Business Day of a calendar month. All accrued and unpaid interest on a LIBOR Based Rate Loan must be repaid in full on the last day of the applicable LIBOR Interest Period. Interest shall also be due and payable for a LIBOR Interest Period in excess of three (3) months, on the day of such LIBOR Interest Period that would have been the last day of such period if such LIBOR Interest Period were a three (3) month period. No LIBOR Interest Period with respect to either of the Term Loans may end after the Term Loan A Maturity Date or Term Loan B Maturity Date, as applicable. Subject to all of the terms and conditions applicable to a request to convert all or a portion of either Term Loan to a LIBOR Based Rate Loan, Borrowers may convert such LIBOR Based Rate Loan as of the last day of the LIBOR Interest Period to a new LIBOR Based Rate Loan provided all interest accrued under the expiring LIBOR Interest Period has been paid. If the Borrowers fail to notify the Agent of the LIBOR Interest Period for such a subsequent LIBOR Based Rate Loan at least two (2) Business Days prior to the last day of the then current LIBOR Interest Period of such an outstanding LIBOR Based Rate Loan, then such outstanding LIBOR Based Rate Loan shall become be converted to a Base Rate Loan at the end of the current LIBOR Interest Period and shall accrue interest at the applicable Term Loan Base Rate in accordance with Sections 2.7(a) and (b) above.
(iv) The Adjusted LIBOR Rate may be automatically adjusted by Agent on a prospective basis to take into account the additional or increased cost of maintaining any necessary reserves for Eurodollar deposits or increased costs due to changes in applicable law or regulation or the interpretation thereof occurring subsequent to the commencement of the then applicable LIBOR Interest Period, including but not limited to changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage and any Reserve which has resulted in a payment pursuant to Section 2.13 below, that increase the cost to Lenders of funding the LIBOR Based Rate Loan. Agent shall promptly give the Borrowers and each Lender notice of such a determination and adjustment, which determination shall be prima facie evidence of the correctness of the fact and the amount of such adjustment.
(v) If Borrowers shall have requested the rate based on the Adjusted LIBOR Rate in accordance with Section 2.7(d) and Agent shall have reasonably determined that Eurodollar deposits equal to the amount of the principal of the requested LIBOR Based Floating Rate Loan and for the if not denominated in Dollars, such LIBOR Interest Period specified are unavailable, or that the rate based on the Adjusted LIBOR Rate will not adequately and fairly reflect the cost of the Adjusted LIBOR Rate applicable to the specified LIBOR Interest Period, of making or maintaining the principal amount of the requested LIBOR Based Rate Loan specified by the Borrowers during the LIBOR Interest Period specified, or that by reason of circumstances affecting Eurodollar markets, adequate and reasonable means do not exist for ascertaining the rate based on the Adjusted LIBOR Rate applicable to the specified LIBOR Interest Period, Agent shall promptly give notice of such determinatAdjusted LIBOR Rate is not available. A determination by Agent hereunder shall be prima facie evidence of the correctness of the fact and amount of such additional costs or unavailability. Upon such a determination, (i) the obligation to convert to, or maintain a LIBOR Based Rate Loan at the rate based on the Adjusted LIBOR Rate shall be suspended until Agent shall have notified the Borrowers that such conditions shall have ceased to exist, and (ii) the applicable Term Loan portion subject to the requested conversion shall continue to accrue interest at the applicable Term Loan Base Rate in accordance with Sections 2.7(a) and 2.7(b) above.
(vi) If, as a result of any changes in applicable law or regulation or the interpretation thereof, it becomes unlawful for a Lender (or such Lender's Bank Affiliate) to maintain Eurodollar liabilities sufficient to fund any LIBOR Based Rate Loan subject to the rate based on the Adjusted LIBOR Rate, then such Lender shall immediately notify the Agent who shall immediately notify the Borrowers thereof and such Lender's obligations hereunder to convert to, or maintain a LIBOR Based Rate Loan at the rate based on the Adjusted LIBOR Rate shall be suspended until such time as such Lender (or such Lender's Bank Affiliate) may again cause the rate based on the Adjusted LIBOR Rate to be applicable to its share of any LIBOR Based Rate Loan and such Lender's share of the Revolving Credit subject to the LIBOR Based Rate Loan shall continue to accrue interest be redenominated in Dollars at the applicable Term Loan Base Rate in accordance with Sections 2.6(a) and 2.6(b) above. Promptly after becoming aware that it is no longer unlawful for such Lender (or such Lender's Bank Affiliate) to maintain such Eurodollar liabilities, such Lender shall notify the Agent who will notify the Borrowers thereof and such suspension shall cease to existits Dollar Equivalent.
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Sources: Loan and Security Agreement (Unifrax Investment Corp)
LIBOR Rate Option. That portion of the outstanding principal balance of the Revolving Loan subject to this option shall bear interest at a fixed rate per annum equal to four and one quarter percent (i4.25%) So long as Borrowers in excess of the LIBOR Rate applicable to such LIBOR Rate Portion; provided, that (x) the rate of interest applicable to the Revolving Loans subject to this option shall be decreased to three and three quarters percent (3.75%) above the LIBOR Rate if the audited financial statements delivered by Borrower to Lender pursuant to Section 10.1(F)(i) demonstrate that Parent had Net Income greater than Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) for any fiscal year of Parent ending on a consolidated basis satisfy the financial test set forth below (provided howeveror after September 30, 1996 and no downward adjustment may occur if a Default or and no Event of Default has occurred and is continuing)then exists, tested quarterly on a rolling four (4) quarter basis beginning with the fiscal quarter ending March 31, 1997 and subject such rate change to the provisions be effective as of Section 2.5(c) and this Section 2.7(d), Borrowers, may choose to have all or a portion of either the Term Loans accrue interest (commencing, or in the case of subsequent quarters, changing, on the later of (i) five (5) days after, or (ii) the first day of the next calendar month afterafter Lender receives such financial statements, Agent's receipt of the Quarterly Compliance Certificate demonstrating the financial test is satisfiedand (y) at the Term Loan LIBOR Based Rate provided that in no event may the any portion of the Term Loan Revolving Loans subject to the Term Loan LIBOR Based Rate include any principal installments this option predicated on the applicable Term Loan required Collateral Overadvance Facility shall bear interest on the unpaid principal amount thereof at the rate per annum of five and three quarters percent (5.75%) above the LIBOR Rate. For purposes of this Agreement, outstanding Revolving Loans shall be deemed to be made during first against the chosen LIBOR Interest Period.
Collateral Availability described in subsections (i) and (ii) Interest on the outstanding LIBOR Based Rate Loans applicable to either of the Term Loans shall accrue at definition of Collateral Availability and then against the per annum rate ("Term Loan LIBOR Based Rate") equal Collateral Overadvance Facility. If on any day notice has not been timely delivered by Borrower to the Adjusted LIBOR Rate as determined by Agent at the time of such request plus the Term Loan LIBOR Applicable Margin. The LIBOR Applicable Margin shall be determined Lender in accordance with the chart set forth below: Funded Debt to Operating Term Loan LIBOR Cash Flow Ratio Applicable Margin ------------------------ -----------------
1. Greater than 3.0 to 1.0 4.00%
2. Greater than 2.5 to 1.0 but less 3.00% than or equal to 3.0 to 1.0
3. Greater than 2.0 to 1.0 but less 2.75% than or equal to 2.5 to 1.0
4. Less than or equal to 2.0 to 1.0 2.25%
(iii) Borrowers shall select a LIBOR Interest Period during which terms of this Agreement specifying the Term Loan LIBOR Based Rate is applicable; providedbasis for determining the rate of interest on that day, however, then for that if the LIBOR Interest Period would otherwise end on a day which shall not be a London Business Day, such LIBOR Interest Period Borrower shall be extended deemed to have selected the next preceding or succeeding London Business Day as is Base Rate Option. The outstanding principal balance of Liabilities other than the Agent's custom Revolving Loan shall bear interest from the date such Liabilities are incurred until paid in the market in which such LIBOR Based Rate Loan relates. Interest shall accrue from and including the first day of each LIBOR Interest Period to, but excluding the day on which any LIBOR Interest Period expires. For any LIBOR Interest Period which begins on the last London Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month full at the end of such LIBOR Interest Period), the LIBOR Interest Period shall end on the last London Business Day of a calendar month. All accrued and unpaid interest on a LIBOR Based Rate Loan must be repaid in full on the last day of the applicable LIBOR Interest Period. Interest shall also be due and payable for a LIBOR Interest Period in excess of three (3) months, on the day of such LIBOR Interest Period that would have been the last day of such period if such LIBOR Interest Period were a three (3) month period. No LIBOR Interest Period with respect to either of the Term Loans may end after the Term Loan A Maturity Date or Term Loan B Maturity Date, as applicable. Subject to all of the terms and conditions applicable to a request to convert all or a portion of either Term Loan to a LIBOR Based Rate Loan, Borrowers may convert such LIBOR Based Rate Loan as of the last day of the LIBOR Interest Period to a new LIBOR Based Rate Loan provided all interest accrued under the expiring LIBOR Interest Period has been paid. If the Borrowers fail to notify the Agent of the LIBOR Interest Period for such a subsequent LIBOR Based Rate Loan at least two (2) Business Days prior to the last day of the then current LIBOR Interest Period of such an outstanding LIBOR Based Rate Loan, then such outstanding LIBOR Based Rate Loan shall become a Base Rate Loan at the end of the current LIBOR Interest Period and shall accrue interest at the applicable Term Loan Base Rate in accordance with Sections 2.7(a) and (b) aboveOption.
(iv) The Adjusted LIBOR Rate may be automatically adjusted by Agent on a prospective basis to take into account the additional or increased cost of maintaining any necessary reserves for Eurodollar deposits or increased costs due to changes in applicable law or regulation or the interpretation thereof occurring subsequent to the commencement of the then applicable LIBOR Interest Period, including but not limited to changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage and any Reserve which has resulted in a payment pursuant to Section 2.13 below, that increase the cost to Lenders of funding the LIBOR Based Rate Loan. Agent shall promptly give the Borrowers and each Lender notice of such a determination and adjustment, which determination shall be prima facie evidence of the correctness of the fact and the amount of such adjustment.
(v) If Borrowers shall have requested the rate based on the Adjusted LIBOR Rate in accordance with Section 2.7(d) and Agent shall have reasonably determined that Eurodollar deposits equal to the amount of the principal of the requested LIBOR Based Rate Loan and for the LIBOR Interest Period specified are unavailable, or that the rate based on the Adjusted LIBOR Rate will not adequately and fairly reflect the cost of the Adjusted LIBOR Rate applicable to the specified LIBOR Interest Period, of making or maintaining the principal amount of the requested LIBOR Based Rate Loan specified by the Borrowers during the LIBOR Interest Period specified, or that by reason of circumstances affecting Eurodollar markets, adequate and reasonable means do not exist for ascertaining the rate based on the Adjusted LIBOR Rate applicable to the specified LIBOR Interest Period, Agent shall promptly give notice of such determinatAdjusted LIBOR Rate is not available. A determination by Agent hereunder shall be prima facie evidence of the correctness of the fact and amount of such additional costs or unavailability. Upon such a determination, (i) the obligation to convert to, or maintain a LIBOR Based Rate Loan at the rate based on the Adjusted LIBOR Rate shall be suspended until Agent shall have notified the Borrowers that such conditions shall have ceased to exist, and (ii) the applicable Term Loan portion subject to the requested conversion shall continue to accrue interest at the applicable Term Loan Base Rate in accordance with Sections 2.7(a) and 2.7(b) above.
(vi) If, as a result of any changes in applicable law or regulation or the interpretation thereof, it becomes unlawful for a Lender (or such Lender's Bank Affiliate) to maintain Eurodollar liabilities sufficient to fund any LIBOR Based Rate Loan subject to the rate based on the Adjusted LIBOR Rate, then such Lender shall immediately notify the Agent who shall immediately notify the Borrowers thereof and such Lender's obligations hereunder to convert to, or maintain a LIBOR Based Rate Loan at the rate based on the Adjusted LIBOR Rate shall be suspended until such time as such Lender (or such Lender's Bank Affiliate) may again cause the rate based on the Adjusted LIBOR Rate to be applicable to its share of any LIBOR Based Rate Loan and such Lender's share of the Revolving Credit subject to the LIBOR Based Rate Loan shall continue to accrue interest at the applicable Term Loan Base Rate in accordance with Sections 2.6(a) and 2.6(b) above. Promptly after becoming aware that it is no longer unlawful for such Lender (or such Lender's Bank Affiliate) to maintain such Eurodollar liabilities, such Lender shall notify the Agent who will notify the Borrowers thereof and such suspension shall cease to exist.
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