LIBOR Replacement Clause Samples
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LIBOR Replacement. (a) If at any time the Agent determines (which determination shall be conclusive, absent manifest error) that:
(i) the circumstances described in Section 8.3 have arisen and such circumstances are unlikely to be temporary, or that the circumstances described in Section 8.3 have not arisen, but either (A) the applicable supervisor or administrator of LIBOR, or (B) a governmental authority having jurisdiction over the Agent, has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans (either such date, a “Libor Discontinuation Date”); or
(ii) a rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans denominated in U.S. Dollars in the Canadian market, then the Agent and the Borrower shall negotiate in good faith to select a replacement index rate of interest for LIBOR and make such spread adjustments thereto and other related amendments to this Agreement such that, to the extent practicable, the all-in interest rate paid by the Borrower under this Agreement based on the replacement index rate of interest will be substantially equivalent to the all-in interest rate applicable to LIBOR Based Loans made hereunder immediately prior to the LIBOR’s replacement.
(b) Upon an agreement being reached between the Agent and the Borrower pursuant to clause (a) above, the Agent and the Borrower shall enter into an amendment to this Agreement that gives effect to the replacement index rate of interest, spread adjustments and such other related amendments as may be appropriate in the discretion of the Agent for the implementation and administration of U.S. Dollar loans bearing interest calculated with reference to the replacement index rate of interest. Notwithstanding anything to the contrary in this Agreement (including Section 17.17) or any other Document, such amendment shall become effective at 5:00 p.m. (Calgary time) on the fifth Banking Day after a copy of the amendment is provided to the Lenders and without any further action or consent of any other party to this Agreement, unless the Agent receives, on or before such date and time, a written notice from the Majority Lenders stating that such Lenders object to such amendment.
(c) Selection of the replacement index rate of interest, spread adjustments, and all other related amendments to this Agreement contemplated by this Section shall give due consideration to the prevailing market practice for: (i)...
LIBOR Replacement. Effective as of the Agreement Date, each reference to the Initial Lender (including as “lender”, “bank”, “lending party” or similar role thereunder) in any provision in any Loan Document (other than this Agreement) that permits such Initial Lender, in its discretion, to select an alternate rate of interest and a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the London interbank offered rate shall be deemed to allow the Administrative Agent to make such selection (with the consent of, or together with, the Borrower, if required pursuant to any Loan Document) provided that the Administrative Agent has not received, by 5:00 p.m. (New York time) on the fifth (5th) Business Day after the notice of such replacement is provided to Lenders, written notice of objection to such selections from Lenders comprising the Required Lenders.
LIBOR Replacement. Section 2.06(g) is amended to add the following at the end thereof:
LIBOR Replacement. If the Lender determines in good faith (which determination shall be conclusive, absent manifest error) that: (1) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining LIBOR; (2) LIBOR does not accurately reflect the cost to the Lender of the Loan; or (c) a Regulatory Change (as hereinafter defined) shall, in the reasonable determination of the Lender, make it unlawful or commercially unreasonable for the Lender to use LIBOR as the index for purposes of determining the Interest Rate, then: (i) LIBOR shall be replaced with an alternative or successor rate or index chosen by the Lender in its reasonable discretion; and (ii) the Margin may also be adjusted by Lender in its reasonable discretion, giving due consideration to market convention for determining rates of interest on comparable loans. “Regulatory Change” shall mean a change in any applicable law, treaty, rule, regulation or guideline, or the interpretation or administration thereof, by the administrator of the relevant benchmark or its regulatory supervisor, any governmental authority, central bank or other fiscal, monetary or other authority having jurisdiction over Lender or its lending office.
LIBOR Replacement. If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 2.14 have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 2.14 have not arisen but the supervisor for the administrator of the Eurocurrency Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Eurocurrency Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Parent shall endeavor to establish an alternate rate of interest to the Eurocurrency Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable; 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. Notwithstanding anything to the contrary in Section 10.02, 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, written notice from the Required Lenders stating that such Required Lenders object to such amendment.
LIBOR Replacement. If at any time (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (A) the circumstances set forth in Section 3.03 have arisen and such circumstances are unlikely to be temporary or (B) the circumstances set forth in Section 3.03 have not arisen, but the supervisor for the administrator of ICE LIBOR (or the successor thereto with respect to ICE LIBOR), or a Governmental Authority having jurisdiction over the Administrative Agent, has made a public statement identifying a specific date after which ICE LIBOR shall no longer be used for determining interest rates for loans or (ii) the Required Lenders (including pursuant to Section 3.03) request an amendment to this Agreement as a result of the discontinuation of ICE LIBOR, then, in each case, the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time (which rate shall in no event be less than 0.00% per annum), and may enter into an amendment to this Agreement and the other Loan Documents to amend and/or replace the definition of “Eurodollar Rate” (and the ancillary terms and other provisions with respect thereto) to reflect such alternate rate of interest and such other related changes to this Agreement (and such other Loan Documents as may be applicable) with the consent of only the Borrower and the Administrative Agent, in each case, only so long as the Administrative Agent provides the Lenders with written notice of the terms thereof at least five Business Days prior to the effectiveness of any such amendment and the Required Lenders do not object thereto during such notice period.
LIBOR Replacement. Notwithstanding anything to the contrary set forth herein or in the Amended Credit Agreement or in any other Loan Document, each LIBOR Loan (as defined in the Existing Credit Agreement) outstanding immediately prior to the effectiveness of this Amendment (each such LIBOR Loan, an “Existing LIBOR Loan”) shall continue to bear interest at LIBOR plus the Applicable Margin (in each case, as defined in the Existing Credit Agreement) until the end of the current Interest Period (as defined in the Existing Credit Agreement) applicable to such Existing LIBOR Loan in accordance with and subject to the Existing Credit Agreement, and, as of the end of each such Interest Period, each such Existing LIBOR Loan shall be automatically converted to a Term SOFR Loan with an Interest Period of one month. The Borrower hereby acknowledges and agrees that, from and after the First Amendment Effective Date, (i) the Borrower shall not be permitted to request any Lender to fund, and no Lender shall fund, any LIBOR Loan and (ii) no Existing LIBOR Loan may be continued as a LIBOR Loan.
LIBOR Replacement. Upon the occurrence of a LIBOR Replacement Date, the Benchmark Replacement will replace USD LIBOR for all purposes hereunder and under any other Loan Document in respect of any setting of USD LIBOR on such LIBOR Replacement Date and for all subsequent settings of USD LIBOR without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document. For Loans denominated in Dollars, if the Benchmark Replacement is Daily Simple SOFR, all interest payments on such Loans will be payable on a quarterly basis.
LIBOR Replacement. Section 1.1 (Defined Terms) of the Credit Agreement shall be amended to add the following definitions in their correct alphabetical order:
LIBOR Replacement. Section 2.12 of the Credit Agreement is amended and restated in its entirety to read as follows.