Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (a) Agent determines (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.2, and the circumstances under Section 3.6.2(a) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (b) Agent or Required Lenders determine that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Agent will promptly so notify Borrowers and Lenders. Thereafter, (x) the obligation of Lenders to make, maintain, or convert Base Rate Loans to, Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (I) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to Base Rate Loans at the end of their respective Interest Periods.
Appears in 5 contracts
Sources: Loan and Security Agreement (FreightCar America, Inc.), Loan, Guaranty and Security Agreement (BIG 5 SPORTING GOODS Corp), Abl Loan and Security Agreement (Rocky Brands, Inc.)
Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (a) Agent determines (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.23.5.2, and the circumstances under Section 3.6.2(a3.5.2(a) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Prime Rate Loan, or (b) Agent or Required Lenders determine that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Agent will promptly so notify Borrowers and Lenders. Thereafter, (x) the obligation of Lenders to make, maintain, or convert Base Prime Rate Loans to, Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Prime Rate, the utilization of such component in determining Base Prime Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (I) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Prime Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to Base Prime Rate Loans at the end of their respective Interest Periods.
Appears in 3 contracts
Sources: Loan and Security Agreement (Rocky Brands, Inc.), Loan and Security Agreement (Rocky Brands, Inc.), Loan and Security Agreement (Rocky Brands, Inc.)
Inability to Determine Rate. If in connection with If, on or prior to the first day of any request Interest Period for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (a) Agent determines any Note the Requisite Purchasers determine (which determination shall be conclusive and binding absent manifest error) that (i) no Successor “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, that the purchase, maintaining, converting to, or continuation of its LIBO Rate Portion, (ii) Term SOFR has been determined become unlawful as a result of compliance by Purchaser in accordance good faith with Section 3.6.2any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), (iii) Term SOFR has become impracticable, as a result of contingencies occurring after the date hereof that materially and adversely affect the circumstances under Section 3.6.2(a) market or the Scheduled Unavailability Date has occurred (as applicable)position of Purchaser in that market, or (iiiv) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (b) Agent or Required Lenders the Requisite Purchasers determine that for any reason that Adjusted Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders the Requisite Purchasers of funding such Loanthe loans evidenced by its Note, Agent the Requisite Purchasers will promptly so notify Borrowers and LendersCompany. ThereafterUpon such notice, (x) the any obligation of Lenders the Purchasers to makepurchase Notes, maintain, or convert Base Rate Loans to, Term SOFR Loans and any right of Company to issue Notes shall be suspended (to until the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes Requisite Purchasers revoke such notice. Upon receipt of such notice, (I) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Loans (the Requisite Purchasers shall also have the right to elect to have the extent principal of the affected Term SOFR Loans or Interest Periods) oroutstanding Notes bear interest at a rate the Requisite Purchasers elect in their sole discretion. Upon any such conversion to a new interest rate, failing thatCompany shall also pay accrued interest on the amount so converted, will be deemed together with any additional amounts required pursuant to have converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to Base Rate Loans at the end of their respective Interest Periodsthis Agreement.
Appears in 2 contracts
Sources: Master Note Purchase Agreement (Ontrak, Inc.), Master Note Purchase Agreement (Acuitas Group Holdings, LLC)
Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or an RFR Loan or a conversion to or continuation thereof, as applicable, (a) Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.22.14(b) or Section 2.14(c), and the circumstances under clause (i) of Section 3.6.2(a2.14(b) or Section 2.14(c) or the Scheduled Unavailability Date has occurred with respect to such Relevant Rate (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR the Relevant Rate for the applicable Agreed Currency for any determination date or any requested Interest Period Period, as applicable, with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or for determining ▇▇▇▇▇ in connection with an existing or proposed RFR Loan, or (biii) Administrative Agent or Required Lenders determine that for any reason Term SOFR the Relevant Rate with respect to a proposed Loan denominated in an Agreed Currency for any requested Interest Period with respect to a proposed Term SOFR Loan or determination date(s) does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Administrative Agent will promptly so notify Borrowers and Lenders. Thereafter, (x) the obligation of Lenders to make, maintain, or convert Base Rate Loans to, Term SOFR Loans Loans, or to make or maintain RFR Loans, as applicable, shall be suspended (to the extent of the affected Term SOFR Loans or Interest PeriodsPeriods or RFR Loans, as applicable), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Alternate Base Rate, the utilization of such component in determining Alternate Base Rate shall be suspended, in each case until Administrative Agent (or, in the case of a determination by Required Lenders described above, until Administrative Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (I) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (II) Borrowers may revoke any pending request for a Borrowing of RFR Loans or, failing that, will be deemed to have converted such RFR Loans into a Borrowing of Base Rate Loans in Dollars in the U.S. Dollar Amount of such RFR Loans immediately, (III) any outstanding Term SOFR Loans (to the extent of the affected Term SOFR Loans) shall convert to Base Rate Loans at the end of their respective Interest Periods, and (IV) any outstanding affected RFR Loans, at the Borrower Representative’s election, shall either (1) be converted into a Borrowing of Base Rate Loans denominated in Dollars in the U.S. Dollar Amount of the amount of such RFR Loans or (2) be prepaid in full; provided that, if no election is made by the Borrower Representative by the date that is three Business Days after receipt by the Borrower Representative of such notice, the Borrower Representative shall be deemed to have elected clause (1) above.
Appears in 2 contracts
Sources: Credit Agreement (Tetra Technologies Inc), Credit Agreement (Tetra Technologies Inc)
Inability to Determine Rate. If the Administrative Agent or Required Lenders determine that for any reason in connection with any request for a Term SOFR Eurocurrency Rate Loan or Floating Eurocurrency Rate Loan or a conversion to or continuation thereof, as applicable, thereof that (a) Agent determines deposits (which determination shall be conclusive absent manifest errorwhether in Dollars or an Alternative Currency) that are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan or Floating Eurocurrency Rate Loan, (i) no Successor Rate has been determined in accordance with Section 3.6.2, and the circumstances under Section 3.6.2(a) or the Scheduled Unavailability Date has occurred (as applicable), or (iib) adequate and reasonable means do not otherwise exist for determining Term SOFR the Eurocurrency Rate for any requested Interest Period with respect to a proposed Term SOFR Eurocurrency Rate Loan or in connection for determining the Floating Eurocurrency Rate with an existing or respect to a proposed Base Floating Eurocurrency Rate Loan, or (bc) Agent or Required Lenders determine that for any reason Term SOFR the Eurocurrency Rate for any requested Interest Period with respect to a proposed Term SOFR Eurocurrency Rate Loan or in connection with a Eurocurrency Rate Loan, or the Floating Eurocurrency Rate with respect to a proposed Floating Eurocurrency Rate Loan or in connection with a Floating Eurocurrency Rate Loan, does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Company and Lenderseach Lender. Thereafter, (x) the obligation of the Lenders to make, maintain, make or convert Base maintain Eurocurrency Rate Loans to, Term SOFR or Floating Eurocurrency Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR Eurocurrency Rate component of the Base Rate, the utilization of such the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case case, until the Administrative Agent (or, in upon the case of a determination by Required Lenders described above, until Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (I) Borrowers the applicable Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Term SOFR Eurocurrency Rate Loans (to the extent of or Floating Eurocurrency Rate Loans in the affected Term SOFR Loans currency or Interest Periods) currencies or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to a Borrowing of Base Rate Loans at in the end of their respective Interest Periodsamount specified therein.
Appears in 2 contracts
Sources: Credit Agreement (RR Donnelley & Sons Co), Credit Agreement (RR Donnelley & Sons Co)
Inability to Determine Rate. If in connection with any request for a Term SOFR BSBY Loan or a conversion to or continuation thereof, as applicable, (a) Agent Lender determines (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.2, and the circumstances under Section 3.6.2(a) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR BSBY Rate for any requested Interest Period with respect to a proposed Term SOFR BSBY Loan or in connection with an existing or proposed Base Rate Loan, or (b) Agent or Required Lenders determine Lender determines that for any reason Term SOFR that BSBY Rate for any requested Interest Period with respect to a proposed Term SOFR BSBY Loan does not adequately and fairly reflect the cost to such Lenders Lender of funding such Loan, Agent Lender will promptly so notify Borrowers and LendersBorrower Agent. Thereafter, (x) the obligation of Lenders Lender to make, maintain, or convert Base Rate Loans to, Term SOFR BSBY Loans shall be suspended (to the extent of the affected Term SOFR BSBY Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR BSBY Rate component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) Lender revokes such notice. Upon receipt of such notice, (Ii) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR BSBY Loans (to the extent of the affected Term SOFR BSBY Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (IIii) any outstanding Term SOFR BSBY Loans shall convert to Base Rate Loans at the end of their respective Interest Periods.
Appears in 2 contracts
Sources: Loan and Security Agreement (Arlo Technologies, Inc.), Loan and Security Agreement (Servicesource International, Inc.)
Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (a) Agent determines (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.2, and the circumstances under Section 3.6.2(a) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (b) Agent or Required Lenders determine that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Agent will promptly so notify Borrowers and Lenders. Thereafter, (x) the obligation of Lenders to make, maintain, or convert Base Rate Loans to, Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described in clause (b) above, until Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (I) Borrowers may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to Base Rate Loans at the end of their respective Interest Periods.
Appears in 2 contracts
Sources: Loan and Security Agreement (Olympic Steel Inc), Loan and Security Agreement (Olympic Steel Inc)
Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion of Base Rate Loans to Term SOFR Loans or a continuation thereofof any of such Loans, as applicable, (ax) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (iA) no Successor Rate has been determined in accordance with Section 3.6.22(g)(iii), and the circumstances under clause (x) of Section 3.6.2(a2(g)(iii) or the Scheduled Unavailability Date has occurred (as applicable)occurred, or (iiB) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (by) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Borrower and Lenderseach Lender. Thereafter, (x) the obligation of the Lenders to make, maintainmake or maintain Term SOFR Loans, or to convert Base Rate Loans to, to Term SOFR Loans Loans, shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of such the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described abovein clause (y) of this Section 2(g)(ii), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ix) Borrowers the Borrower may revoke any pending request for a BorrowingBorrowing of, or conversion to, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans, Loans in the amount specified therein and (IIy) any outstanding Term SOFR Loans shall convert be deemed to have been converted to Base Rate Loans at the end of their respective applicable Interest PeriodsPeriod.
Appears in 2 contracts
Sources: Amended and Restated Credit Agreement (Revolve Group, Inc.), Libor Transition Amendment (Kirkland's, Inc)
Inability to Determine Rate. If in connection with any request for a Term SOFR BSBY Loan or a conversion to or continuation thereof, as applicable, (aA) Agent determines (which determination shall be conclusive absent manifest error) that (iI) no Successor Rate has been determined in accordance with Section 3.6.22(g)(ii), and the circumstances under Section 3.6.2(a2(g)(ii)(A) or the Scheduled Unavailability Date has occurred (as applicable), or (iiII) adequate and reasonable means do not otherwise exist for determining Term SOFR BSBY Rate for any requested Interest Period with respect to a proposed Term SOFR BSBY Loan or in connection with an existing or proposed Base Rate Loan, or (bB) Agent or Required Lenders determine that for any reason Term SOFR BSBY Rate for any requested Interest Period with respect to a proposed Term SOFR BSBY Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Agent will promptly so notify Borrowers and LendersLenders in writing. Thereafter, (x1) the obligation of Lenders to make, maintain, or convert Base Rate Loans to, Term SOFR BSBY Loans shall be suspended (to the extent of the affected Term SOFR BSBY Loans or Interest Periods), and (y2) in the event of a determination described in the preceding sentence with respect to the Term SOFR BSBY Rate component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (Ix) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR BSBY Loans (to the extent of the affected Term SOFR BSBY Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (IIy) any outstanding Term SOFR BSBY Loans shall convert to Base Rate Loans at the end of their respective Interest Periods.
Appears in 2 contracts
Sources: Loan, Guaranty and Security Agreement (Inari Medical, Inc.), Loan, Guaranty and Security Agreement (Inari Medical, Inc.)
Inability to Determine Rate. If in connection with If, on or prior to the first day of any request Interest Period for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (a) Agent determines any Note the Requisite Purchasers determine (which determination shall be conclusive and binding absent manifest error) that (i) no Successor Rate “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, (ii) the purchase, maintaining, converting to, or continuation of its Term SOFR has been determined become unlawful as a result of compliance by Purchaser in accordance good faith with Section 3.6.2any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), (iii) Term SOFR has become impracticable, as a result of contingencies occurring after the date hereof that materially and adversely affect the circumstances under Section 3.6.2(a) market or the Scheduled Unavailability Date has occurred (as applicable)position of Purchaser in that market, or (iiiv) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (b) Agent or Required Lenders the Requisite Purchasers determine that for any reason that Adjusted Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders the Requisite Purchasers of funding such Loanthe loans evidenced by its Note, Agent the Requisite Purchasers will promptly so notify Borrowers and LendersCompany. ThereafterUpon such notice, (x) the any obligation of Lenders the Purchasers to makepurchase Notes, maintain, or convert Base Rate Loans to, Term SOFR Loans and any right of Company to issue Notes shall be suspended (to until the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes Requisite Purchasers revoke such notice. Upon receipt of such notice, (I) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Loans (the Requisite Purchasers shall also have the right to elect to have the extent principal of the affected Term SOFR Loans or Interest Periods) oroutstanding Notes bear interest at a rate the Requisite Purchasers elect in their sole discretion. Upon any such conversion to a new interest rate, failing thatCompany shall also pay accrued interest on the amount so converted, will be deemed together with any additional amounts required pursuant to have converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to Base Rate Loans at the end of their respective Interest Periodsthis Agreement.
Appears in 2 contracts
Sources: Master Note Purchase Agreement (Ontrak, Inc.), Master Note Purchase Agreement (Acuitas Group Holdings, LLC)
Inability to Determine Rate. If in connection with any request for a Term SOFR BSBY Loan or a conversion to or continuation thereof, as applicable, (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (iA) no Successor Rate has been determined in accordance with Section 3.6.23.03(b), and the circumstances under Section 3.6.2(a3.03(b)(i) or the Scheduled Unavailability Date has occurred (as applicable), or (iiB) adequate and reasonable means do not otherwise exist for determining Term SOFR BSBY Rate for any requested Interest Period with respect to a proposed Term SOFR BSBY Loan or in connection with an existing or proposed Base Rate Loan, or (bii) the Administrative Agent or Required Lenders determine that for any reason Term SOFR BSBY Rate for any requested Interest Period with respect to a proposed Term SOFR BSBY Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrowers and Lenders. Thereafter, (x) the obligation of Lenders to make, maintain, or convert Base Rate Loans to, Term SOFR BSBY Loans shall be suspended (to the extent of the affected Term SOFR BSBY Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR BSBY Rate component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by Required Lenders described above, until the Administrative Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (Ii) the Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR BSBY Loans (to the extent of the affected Term SOFR BSBY Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (IIii) any outstanding Term SOFR BSBY Loans shall convert to Base Rate Loans at the end of their respective Interest Periods.
Appears in 1 contract
Inability to Determine Rate. If in connection with any request for a Term SOFR Revolving Loan or a conversion to or continuation thereof, as applicable, (a) Agent determines (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.22.26(b), and the circumstances under Section 3.6.2(a2.26(b)(i) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Revolving Loan or in connection with an existing or proposed Base Rate Revolving Loan, or (b) Agent or Required Lenders determine that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Revolving Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Agent will promptly so notify Borrowers Borrower and Lenders. Thereafter, (x) the obligation of Lenders to make, maintain, or convert Base Rate Revolving Loans to, Term SOFR Revolving Loans shall be suspended (to the extent of the affected Term SOFR Revolving Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (I) Borrowers Borrower may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Revolving Loans (to the extent of the affected Term SOFR Revolving Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Revolving Loans, and (II) any outstanding Term SOFR Revolving Loans shall convert to Base Rate Revolving Loans at the end of their respective Interest Periods.
Appears in 1 contract
Sources: Credit Agreement (Eastman Kodak Co)
Inability to Determine Rate. If in connection with any request for a Term SOFR Daily Floating Rate Loan or a conversion of Base Rate Loans to SOFR Daily Floating Rate Loans or a continuation thereofof any of such Loans, as applicable, (aA) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (ix) no Successor Rate for the SOFR Daily Floating Rate has been determined in accordance with Section 3.6.2, 2(g)(iii) and the circumstances under clause (x) of Section 3.6.2(a2(g)(iii) or the Scheduled Unavailability Date has occurred (as applicable)) has occurred with respect to SOFR or the SOFR Daily Floating Rate, or (iiy) adequate and reasonable means do not otherwise exist for determining Term SOFR or the SOFR Daily Floating Rate for any determination date(s) or requested Interest Period payment period, as applicable, with respect to a proposed Term SOFR Daily Floating Rate Loan or in connection with an existing or proposed Base Rate Loan, or (bB) the Administrative Agent or the Required Lenders determine that for any reason Term that the SOFR for any requested Interest Period Daily Floating Rate with respect to a proposed Term SOFR Loan for any requested determination date(s) does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Borrower and Lenderseach Lender. Thereafter, (x1) the obligation of the Lenders to make, maintainmake or maintain SOFR Daily Floating Rate Loans, or to convert Base Rate Loans toto SOFR Daily Floating Rate Loans, Term SOFR Loans shall be suspended (in each case to the extent of the affected Term SOFR Loans or Interest Periodsdetermination date(s), as applicable, and (y2) in the event of a determination described in the preceding sentence with respect to the Term SOFR Daily Floating Rate component of the Base Rate, the utilization of such the SOFR Daily Floating Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described abovein clause (B) of this Section, until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (I) Borrowers the Borrower may revoke any pending request for a BorrowingBorrowing of, or conversion to SOFR Daily Floating Rate Loans, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to a Borrowing of Base Rate Loans at of the end amount specified therein if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of their respective Interest Periodssuch notice.
Appears in 1 contract
Sources: Libor Transition Amendment (Tanger Properties LTD Partnership /Nc/)
Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.22.10(b), and the circumstances under Section 3.6.2(a2.10(b)(i) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or Loan, in connection with an existing or proposed Base Rate ABR Loan, or (b) the Administrative Agent or Required Lenders determine that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Parent Borrower and the Lenders. Thereafter, (x) the obligation of the Lenders to make, maintain, or convert Base Rate ABR Loans to, Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base RateABR, the utilization of such component in determining Base Rate ABR shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described above, until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (I) Borrowers the Parent Borrower may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate ABR Loans, and (II) any outstanding Term SOFR Loans shall convert to Base Rate ABR Loans at the end of their respective Interest Periods.
Appears in 1 contract
Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion of Base Rate Loans to Term SOFR Loans or a continuation thereofof any of such Loans, as applicable, (ax) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (iA) no Successor Rate has been determined in accordance with Section 3.6.22(g)(iii), and the circumstances under clause (x) of Section 3.6.2(a2(g)(iii) or the Scheduled Unavailability Date has occurred (as applicable)occurred, or (iiB) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (by) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested CHAR1\1975009v1 Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Borrower and Lenderseach Lender. Thereafter, (x) the obligation of the Lenders to make, maintainmake or maintain Term SOFR Loans, or to convert Base Rate Loans to, to Term SOFR Loans Loans, shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of such the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described abovein clause (y) of this Section 2(g)(ii), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ix) Borrowers the Borrower may revoke any pending request for a BorrowingBorrowing of, or conversion to, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans, Loans in the amount specified therein and (IIy) any outstanding Term SOFR Loans shall convert be deemed to have been converted to Base Rate Loans at the end of their respective applicable Interest PeriodsPeriod.
Appears in 1 contract
Inability to Determine Rate. (i) If in connection with any request for a Term SOFR Loan or a conversion of Base Rate Loans to Term SOFR Loans or a continuation thereofof any of such Loans, as applicable, (ax) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (iA) no Successor Rate has been determined in accordance with Section 3.6.23.03(b), and the circumstances under clause (i) of Section 3.6.2(a3.03(b) or the Scheduled Unavailability Date has occurred (as applicable)occurred, or (iiB) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (by) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Borrower and Lenders. each Lender.
(ii) Thereafter, (x) the obligation of the Lenders to make, maintainmake or maintain Term SOFR Loans, or to convert Base Rate Loans to, to Term SOFR Loans Loans, shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of such the Term SOFR component in determining the Base Rate shall be suspended, in each case case, until the Administrative Agent (or, in the case of a determination by the Required Lenders described abovein clause (y) of this Section 3.03(a)(ii), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. .
(iii) Upon receipt of such notice, (Ix) Borrowers the Borrower may revoke any pending request for a BorrowingBorrowing of, or conversion to, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans, Loans in the amount specified therein and (IIy) any outstanding Term SOFR Loans shall convert to Base Rate Loans at the end of their respective Interest Periods.be deemed to
Appears in 1 contract
Inability to Determine Rate. If in connection with any request for a Term SOFR BSBY Rate Loan or a conversion to or continuation thereof, as applicable, (aA) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (ix) no Successor Rate has been determined in accordance with Section 3.6.2, 2(g)(iii) and the circumstances under clause (x) of Section 3.6.2(a2(g)(iii) or the Scheduled Unavailability Date has occurred (as applicable), ) or (iiy) adequate and reasonable means do not otherwise exist for determining Term SOFR BSBY for any requested Interest Period with respect to a proposed Term SOFR BSBY Rate Loan or in connection with an existing or proposed Base Rate Loan, Loan or (bB) the Administrative Agent or the Required Lenders determine that for any reason Term SOFR that the BSBY Rate for any requested Interest Period with respect to a proposed Term SOFR BSBY Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such BSBY Rate Loan, the Administrative Agent will promptly so notify Borrowers the Borrower and Lenderseach Lender. Thereafter, (x1) the obligation of the Lenders to make, maintain, make or maintain BSBY Rate Loans or to convert Base Rate Loans toto BSBY Rate Loans, Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR BSBY Rate Loans or Interest Periods), and (y2) in the event of a determination described in the preceding sentence with respect to the Term SOFR BSBY component of the Base Rate, the utilization of such the BSBY Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described abovein clause (B) of this Section, until the Administrative Agent upon instruction of the Required Lenders) CHAR2\▇▇▇▇▇▇▇▇▇ revokes such notice. Upon receipt of such notice, (I1) Borrowers the Borrower may revoke any pending request for a BorrowingBorrowing of, or conversion to, or continuation of Term SOFR BSBY Rate Loans (to the extent of the affected Term SOFR BSBY Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans, Loans in the amount specified therein and (II2) any outstanding Term SOFR BSBY Rate Loans shall convert be deemed to have been converted to Base Rate Loans at the end of their respective applicable Interest PeriodsPeriod.
Appears in 1 contract
Inability to Determine Rate. If in connection with any request for a Term SOFR BSBY Loan or a conversion to or continuation thereof, as applicable, (a) Agent determines (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.2, and the circumstances under Section 3.6.2(a) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR BSBY Rate for any requested Interest Period with respect to a proposed Term SOFR BSBY Loan or in connection with an existing or proposed Base Rate Loan, or (b) Agent or Required Lenders determine that for any reason Term SOFR that BSBY Rate for any requested Interest Period with respect to a proposed Term SOFR BSBY Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Agent will promptly so notify Borrowers and Lenders. Thereafter, (x) the obligation of Lenders to make, maintain, or convert Base Rate Loans to, Term SOFR BSBY Loans shall be suspended (to the extent of the affected Term SOFR BSBY Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR BSBY Rate component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (Ii) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR BSBY Loans (to the extent of the affected Term SOFR BSBY Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (IIii) any outstanding Term SOFR BSBY Loans shall convert to Base Rate Loans at the end of their respective Interest Periods.
Appears in 1 contract
Inability to Determine Rate. If Subject to this Section 2.10, if, on or prior to the first day of any Interest Period for any Term SOFR Loan:
(i) Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof; or
(ii) Agent determines that for any reason in connection with any request for a Term SOFR Loan or a conversion to thereto or a continuation thereof, as applicable, (a) Agent determines (which determination shall be conclusive absent manifest error) thereof that (i) no Successor Rate has been determined in accordance with Section 3.6.2, and the circumstances under Section 3.6.2(a) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (b) Agent or Required Lenders determine that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders Agent of funding such Loan, the Agent will promptly so notify Borrowers and Lendersthe Borrower;
(iii) then Agent shall give the Borrower prompt written, telephonic or written notice of such determination. ThereafterUpon notice thereof by Agent to the Borrower, (x) the any obligation of Lenders Agent to makemake Term SOFR Loans, maintain, or convert Base Rate Loans to, and any right of the Borrower to continue Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or affected Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (Ii) Borrowers the Borrower may revoke any pending request for a Borrowing, conversion or continuation borrowing of Term SOFR Loans (to the extent of the affected Term SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for an Loan of or conversion to Base Rate Loans, Loans in the amount specified therein and (IIii) any outstanding affected Term SOFR Loans shall convert will be deemed to have been converted into Base Rate Loans at the end of their respective the applicable Interest PeriodsPeriod. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 2.11. Subject to this Section 2.10, if Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by Agent without reference to the definition of “Base Rate” until Agent revokes such determination.
Appears in 1 contract
Sources: Loan and Security Agreement (iLearningEngines, Inc.)
Inability to Determine Rate. If in connection with any request for a Term Daily SOFR Rate Revolving Loan or a conversion of Base Rate Loans to Daily SOFR Rate Revolving Loans or a continuation thereofof any of such Revolving Loans, as applicable, (aA) Agent the Bank determines (which determination shall be conclusive absent manifest error) that (ix) no SOFR Successor Rate for the Daily SOFR Rate has been determined in accordance with Section 3.6.2, 2.3(f)(ii) and the circumstances under clause (x) of Section 3.6.2(a2.3(f)(ii) or the SOFR Scheduled Unavailability Date has occurred (as applicable)) has occurred with respect to SOFR, or (iiy) adequate and reasonable means do not otherwise exist for determining Term SOFR for any determination date(s) or requested Interest Period payment period, as applicable, with respect to a proposed Term Daily SOFR Rate Revolving Loan or in connection with an existing or proposed Base Rate Loan, or (bB) Agent or Required Lenders determine the Bank determines that for any reason Term that the Daily SOFR for any requested Interest Period Rate with respect to a proposed Term SOFR Revolving Loan for any requested determination date(s) does not adequately and fairly reflect the cost to such Lenders of funding such Revolving Loan, Agent the Bank will promptly so notify Borrowers and Lendersthe Authority. Thereafter, (x) the obligation of Lenders the Bank to make, maintainmake or maintain Daily SOFR Rate Revolving Loans, or to convert Base Rate Loans toto Daily SOFR Rate Revolving Loans, Term SOFR Loans shall be suspended (in each case to the extent of the affected Term SOFR Loans or Interest Periodsdetermination date(s), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspendedas applicable, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) Bank revokes such notice. Upon receipt of such notice, (I) Borrowers the Authority may revoke any pending request for a Borrowingborrowing of, or conversion to Daily SOFR Rate Revolving Loans, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to a borrowing of Base Rate Loans at of the end amount specified therein if no election is made by the Authority by the date that is three Business Days after receipt by the Authority of their respective Interest Periodssuch notice. Upon any such conversion, the Authority shall also pay accrued interest on the amount so converted. Additionally, in connection with any such conversion, no amounts will be payable to the Bank under Section 4.4 hereof.
Appears in 1 contract
Sources: Revolving Credit Agreement
Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or an Alternative Currency Loan or a conversion to or continuation thereof, as applicable, (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.22.10(b), and the circumstances under Section 3.6.2(a2.10(b)(i) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR or the Relevant Rate for such Alternative Currency, as applicable, for any requested Interest Period with respect to a proposed Term SOFR Loan, in connection with an existing or proposed ABR Loan or with respect to a proposed Alternative Currency Loan, as applicable, or (b) the Administrative Agent or Required Lenders determine that for any reason Term SOFR or the Relevant Rate for such Alternative Currency, as applicable, for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Alternative Currency Loan, or (b) Agent or Required Lenders determine that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan as applicable, does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Borrower and the Lenders. Thereafter, (x) the obligation of the Lenders to make, maintain, or convert Base Rate ABR Loans to, Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base RateABR, the utilization of such component in determining Base Rate ABR shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described above, until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (I) Borrowers the Borrower may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate ABR Loans, and (II) any outstanding Term SOFR Loans shall convert to Base Rate ABR Loans at the end of their respective Interest Periods.
Appears in 1 contract
Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or an Alternative Currency Loan or a conversion to or continuation thereof, as applicable, (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.22.10(b), and the circumstances under Section 3.6.2(a2.10(b)(i) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR or the Relevant Rate for such Alternative Currency, as applicable, for any requested Interest Period with respect to a proposed Term SOFR Loan, in connection with an existing or proposed ABR Loan or with respect to a proposed Alternative Currency Loan, as applicable, or (b) the Administrative Agent or Required Lenders determine that for any reason Term SOFR or the Relevant Rate for such Alternative Currency, as applicable, for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Alternative Currency Loan, or (b) Agent or Required Lenders determine that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan as applicable, does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Borrower and the Lenders. Thereafter, (x) the obligation of the Lenders to make, maintain, or to convert Base Rate any Loans to, Term SOFR Loans or Alternative Currency Loans, as applicable, shall be suspended (to the extent of the affected Alternative Currency Loans, Term SOFR Loans or Interest Periods, as applicable), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base RateABR, the utilization of such component in determining Base Rate ABR shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described above, until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (I) Borrowers the Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to, or continuation of Term SOFR Loans or Alternative Currency Loans, as applicable (to the extent of the affected Alterative Currency Loans, Term SOFR Loans or Interest Periods, as applicable) or, failing that, will be deemed to have converted such request into a request for Base Rate ABR Loans, and (II) (A) any outstanding Term SOFR Loans shall convert to Base Rate ABR Loans at the end of their respective Interest PeriodsPeriods and (B) any outstanding affected Alternative Currency Loans, at the Borrower’s election, shall either (1) be converted into a Borrowing of ABR Loans denominated in Dollars in the Dollar Equivalent of the amount of such outstanding Alternative Currency Loan immediately, in the case of an Alternative Currency Daily Rate Loan or at the end of the applicable Interest Period, in the case of an Alternative Currency Term Rate Loan or (2) be prepaid in full immediately, in the case of an Alternative Currency Daily Rate Loan, or at the end of the applicable Interest Period, in the case of an Alternative Currency Term Rate Loan; provided that if no election is made by the Borrower (x) in the case of an Alternative Currency Daily Rate Loan, by the date that is three Business Days after receipt by the Borrower of such notice or (y) in the case of an Alternative Currency Term Rate Loan, by the last day of the current Interest Period for the applicable Alternative Currency Term Rate Loan, the Borrower shall be deemed to have elected clause (1) above.
Appears in 1 contract
Inability to Determine Rate. If in connection with any request for a Term SOFR Loan Advance or a conversion to or continuation thereof, as applicable, (a) Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.22.11(d)(iv), and the circumstances under Section 3.6.2(a2.11(d)(iv)(A) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan Advance or in connection with an existing or proposed Base Rate LoanAdvance, or (b) Administrative Agent or Required Majority Lenders determine that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan Advance does not adequately and fairly reflect the cost to such Lenders of funding such LoanAdvance, Administrative Agent will promptly so notify Borrowers Borrower and Lenders. Thereafter, (x) the obligation of Lenders to make, maintain, or convert Base Rate Loans Advance to, Term SOFR Loans Advances shall be suspended (to the extent of the affected Term SOFR Loans Advances or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Administrative Agent (or, in the case of a determination by Required Majority Lenders described above, until Administrative Agent upon instruction of Required Majority Lenders) revokes such notice. Upon receipt of such notice, (I) Borrowers Borrower may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Loans Advances (to the extent of the affected Term SOFR Loans Advances or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate LoansAdvances, and (II) any outstanding Term SOFR Loans Advances (to the extent of the affected SOFR Advances) shall convert to Base Rate Loans Advances at the end of their respective Interest Periods.
Appears in 1 contract
Inability to Determine Rate. If in connection with any request for a Term SOFR Loan, a CDOR Loan or a conversion to or continuation thereof, as applicable, (a) Agent determines (which determination shall be conclusive absent manifest error) that (i) U.S. Dollar deposits are not being offered to, as regards to CDOR, Persons in Canada, for the applicable amount and Interest Period of such CDOR Loan, (ii) no Successor Rate has been determined in accordance with Section 3.6.2, and the circumstances under Section 3.6.2(a) or the Scheduled Unavailability Date has occurred (as applicable), or (iiiii) adequate and reasonable means do not otherwise exist for determining Term SOFR or CDOR for any requested Interest US-DOCS\123034949.14 Period with respect to a proposed Term SOFR Loan or CDOR Loan or in connection with an existing or proposed Base Rate Loan, or (b) Agent or Required Lenders determine that for any reason Term SOFR or CDOR for any requested Interest Period with respect to a proposed Term SOFR Loan or CDOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Agent will promptly so notify Borrowers and Lenders. Thereafter, (x) the obligation of Lenders to make, maintain, or convert Base Rate Loans to, Term SOFR Loans or CDOR Loans shall be suspended (to the extent of the affected Term SOFR Loans, CDOR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the U.S. Base Rate and Canadian Base Rate, the utilization of such component in determining the U.S. Base Rate and Canadian Base Rate shall be suspended, and with respect to the CDOR component of the Canadian Prime Rate, the utilization of the CDOR component in determining the Canadian Prime Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (I) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Loans or CDOR Loans (to the extent of the affected Term SOFR Loans, CDOR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans or CDOR Loans shall convert to Base Rate Loans at the end of their respective Interest Periods.
Appears in 1 contract
Inability to Determine Rate. Agent will promptly notify Borrower Agent and Lenders if, If in connection with any Loan or request with respect to a Loan request for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (a) Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable Loan amount or Interest Period (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.2, and the circumstances under Section 3.6.2(a) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining LIBOR Term SOFR for the Loan or any requested Interest Period (including with respect to calculation of the a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Rate); Loan, or (b) Agent or Required Lenders determine that for any reason that LIBOR Term SOFR for the any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to Lenders of funding or maintaining the Loan. Thereafter, Lenders' obligations to make or maintain affected LIBOR Loans and utilization of the LIBOR component (if affected) in determining Base Rate shall be suspended until Agent determines (or is instructed such Lenders of funding such Loan, Agent will promptly so notify Borrowers and Lenders. Thereafter, (x) the obligation of Lenders to make, maintain, or convert Base Rate Loans to, Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) to withdraw the revokes such notice. Upon receipt of such notice, Borrower Agent (I) Borrowers may revoke any pending request for funding a Borrowing, conversion or continuation of a LIBOR Loan Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted requested a Base Rate Loan, and Agent may (or shall upon request by Required Lenders) immediately convert any affected LIBOR Loan to a Base Rate Loan.converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to Base Rate Loans at the end of their respective Interest Periods.
Appears in 1 contract
Sources: Abl Loan and Security Agreement (Rocky Brands, Inc.)
Inability to Determine Rate. If in connection with any request for a Term Daily SOFR Loan or a conversion of Base Rate Loans to Daily SOFR Loans or a continuation thereofof any of such Loans, as applicable, (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (iA) no SOFR Successor Rate for Daily SOFR has been determined in accordance with Section 3.6.2, clause (b) below and the circumstances under Section 3.6.2(aclause (b)(i) or the Scheduled Unavailability Date has occurred (as applicable)) has occurred with respect to SOFR, or (iiy) adequate and reasonable means do not otherwise exist for determining Term SOFR for any determination date(s) or requested Interest Period payment period, as applicable, with respect to a proposed Term Daily SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (bii) the Administrative Agent or the Required Lenders determine that for any reason Term that Daily SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan for any requested determination date(s) does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Borrower and Lenderseach Lender. Thereafter, (x1) the obligation of the Lenders to make, maintainmake or maintain Daily SOFR Loans, or to convert Base Rate Loans toto Daily SOFR Loans, Term SOFR Loans shall be suspended (in each case to the extent of the affected Term SOFR Loans or Interest Periodsdetermination date(s), as applicable, and (y2) in the event of a determination described in the preceding sentence with respect to the Term Daily SOFR component of the Base Rate, the utilization of such the Daily SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders ▇▇▇▇▇▇▇ described abovein subclause (a)(ii) of this Section, until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (I) Borrowers the Borrower may revoke any pending request for a BorrowingBorrowing of, or conversion to Daily SOFR Loans, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to a Borrowing of Base Rate Loans at of the end amount specified therein if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of their respective Interest Periodssuch notice.
Appears in 1 contract
Sources: Liquidity Credit Agreement (Tanger Properties LTD Partnership /Nc/)
Inability to Determine Rate. If in connection with any request for a US Term SOFR Loan, UK SONIA Ra▇▇ ▇▇an, and/or UK EURIBOR Loan or a conversion to or continuation thereof, as applicable, (a) Agent determines (which determination shall be conclusive absent manifest error) that (i) no Term SOFR Successor Rate or UK Successor Rate, as applicable, has been determined in accordance with Section 3.6.2, and the circumstances under Section 3.6.2(a) or the Term SOFR Scheduled Unavailability Date or UK Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR SOFR, SONIA, a▇▇/▇▇ EURIBOR for any requested Interest Period with respect to a proposed Term SOFR Interest Period Loan or in connection with an existing or proposed US Base Rate Loan, or (b) Agent or Required Lenders determine that for any reason Term SOFR SOFR, SONIA, a▇▇/▇▇ EURIBOR for any requested Interest Period Period, as applicable, with respect to a proposed US Term SOFR Loan, UK SONIA Ra▇▇ ▇▇an and/or UK EURIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Revolver Loan, Agent will promptly so notify Borrowers and Lenders. Thereafter, (x) the obligation of Lenders to (i) make, maintain, or convert US Base Rate Loans to, US Term SOFR Loans shall be suspended (to the extent of the affected US Term SOFR Loans or Interest Periods), (ii) make or maintain UK SONIA Ra▇▇ ▇▇ans and/or UK EURIBOR Loans shall be suspended (to the extent of the affected UK EURIBOR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of US Base Rate, the utilization of such component in determining US Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (1) with respect to US Revolver Loans: (I) US Borrowers may revoke any pending request for a Borrowing, conversion or continuation of US Term SOFR Loans (to the extent of the affected US Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for US Base Rate Loans, and (II) any outstanding US Term SOFR Loans shall convert to US Base Rate Loans at the end of their respective Interest Periods, (2) with respect to UK SONIA Ra▇▇ ▇▇ans, (I) UK Borrower may revoke any pending request for a Borrowing of UK SONIA Ra▇▇ ▇▇▇▇▇, and any outstanding UK SONIA Ra▇▇ ▇▇ans shall bear interest based on the UK Successor Rate, and (3) with respect to UK EURIBOR Loans: (I) UK Borrower may revoke any pending request for a Borrowing or continuation of UK EURIBOR Loans (to the extent of the affected UK EURIBOR Loans or Interest Periods), and any outstanding UK EURIBOR Loans shall bear interest on the UK Successor Rate.
Appears in 1 contract
Sources: Loan and Security Agreement (Commercial Vehicle Group, Inc.)
Inability to Determine Rate. If in connection with any request for a Term SOFR BSBY Rate Loan or a BSBY Daily Floating Rate Loan, as applicable or a conversion to or continuation thereof, as applicable, (aA) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (ix) no Successor Rate has been determined in accordance with Section 3.6.2, 2(g)(iii) and the circumstances under clause (x) of Section 3.6.2(a2(g)(iii) or the Scheduled Unavailability Date has occurred (as applicable), ) or (iiy) adequate and reasonable means do not otherwise exist for determining Term SOFR BSBY for any requested Interest Period with respect to a proposed Term SOFR BSBY Rate Loan or in connection with an existing or proposed Base Rate Loan or BSBY Daily Floating Rate Loan, as applicable, or (bB) the Administrative Agent or the Required Lenders determine that for any reason Term SOFR that the BSBY Rate for any requested Interest Period with respect to a proposed Term SOFR BSBY Rate Loan or a BSBY Daily Floating Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such BSBY Rate Loan or BSBY Daily Floating Rate Loan, as applicable, the Administrative Agent will promptly so notify Borrowers the Borrower and Lenderseach Lender. Thereafter, (x1) the obligation of the Lenders to makemake or maintain BSBY Rate Loans or BSBY Daily Floating Rate Loans, maintainas applicable, or to convert Base Rate Loans toto BSBY Rate Loans, Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans BSBY Rate Loans, BSBY Daily Floating Rate Loans, or Interest Periods), and (y2) in the event of a determination described in the preceding sentence with respect to the Term SOFR BSBY component of the Base Rate, the utilization of such the BSBY Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described abovein clause (B) of this Section, until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (I1) Borrowers the Borrower may revoke any pending request for a BorrowingBorrowing of, or conversion to, or continuation of Term SOFR BSBY Rate Loans or BSBY Daily Floating Rate Loans, as applicable (to the extent of the affected Term SOFR Loans BSBY Rate Loans, BSBY Daily Floating Rate Loans, or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans, Loans in the amount specified therein and (II2) any outstanding Term SOFR BSBY Rate Loans and BSBY Daily Floating Rate Loans shall convert be deemed to have been converted to Base Rate Loans immediately at the end of their respective applicable Interest PeriodsPeriod or payment period, as applicable.
Appears in 1 contract
Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (a) Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) no Successor Rate for Daily SOFR has been determined in accordance with Section 3.6.25 of this Amendment, and the circumstances under Section 3.6.2(a(5)(a) of this Amendment or the Scheduled Unavailability Date has occurred (as applicable)) with respect to SOFR, or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR for any determination date(s) or requested Interest Period payment period, as applicable, with respect to a any proposed Term SOFR Loan or in connection with an existing or proposed Base Rate advance of the Loan, ; or (b) Administrative Agent or Required Lenders determine that for any reason Term that Daily SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan determination date(s) does not adequately and fairly reflect the cost to such Lenders of funding such any requested advance of the Loan, Administrative Agent will promptly so notify Borrowers Borrower and Lenderseach Lender. Thereafter, (x) the obligation of Lenders to make, maintain, make or convert Base Rate Loans to, Term SOFR Loans shall be suspended (to the extent maintain advances of the affected Term Loan at the Daily SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Administrative Agent (or, or in the case of a determination by Required Lenders described in clause (b) above, until Administrative Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (I1) Borrowers Borrower may revoke any pending request for a Borrowing, conversion or continuation of Term borrowing at the Daily SOFR Loans Rate (to the extent of the affected Term SOFR Loans or Interest PeriodsLoan advances) or, failing that, will be deemed to have converted such request into a request for to borrow a Base Rate LoansLoan, and (II2) any all amounts from day to day outstanding Term SOFR Loans which are not past due, shall convert bear interest at a fluctuating rate of interest per annum equal to the Base Rate Loans at plus the end of their respective Interest PeriodsBase Rate Margin.
Appears in 1 contract
Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or SOFR Daily Floating Rate Loan or a conversion of Base Rate Loans to Term SOFR Loans or SOFR Daily Floating Rate Loans or a continuation thereofof any of such Loans, as applicable, (ax) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (iA) no Successor Rate has been determined in accordance with Section 3.6.22(g)(iii), and the circumstances under clause (x) of Section 3.6.2(a2(g)(iii) or the Scheduled Unavailability Date has occurred (as applicable)occurred, or (iiB) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or SOFR Daily Floating Rate Loan, as applicable, or in connection with an existing or proposed Base Rate Loan, or (by) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or SOFR Daily Floating Rate Loan, as applicable, does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Borrower and Lenderseach Lender. Thereafter, (x) the obligation of the Lenders to makemake or maintain Term SOFR Loans or SOFR Daily Floating Rate Loans, maintainas applicable, or to convert Base Rate Loans to, to Term SOFR Loans or SOFR Daily Floating Rate Loans, shall be suspended (to the extent of the affected Term SOFR Loans, SOFR Daily Floating Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of such the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described abovein clause (y) of this Section 2(g)(ii), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ix) Borrowers the Borrower may revoke any pending request for a BorrowingBorrowing of, or conversion to, or continuation of Term SOFR Loans or SOFR Daily Floating Rate Loans (to the extent of the affected Term SOFR Loans, SOFR Daily Floating Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans, Loans in the amount specified therein and (IIy) any outstanding Term SOFR Loans and SOFR Daily Floating Rate Loans shall convert be deemed to have been converted to Base Rate Loans immediately or, in the case of Term SOFR Loans, at the end of their respective applicable Interest Periods.Period. (iii) Replacement of Term SOFR, SOFR Daily Floating Rate, or Successor Rate. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the
Appears in 1 contract
Sources: Libor Transition Amendment (Tanger Properties LTD Partnership /Nc/)
Inability to Determine Rate. Agent will promptly notify Borrower Agent and Lenders if,If in connection with any Loan or request for with respect to afor a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (a) Agent determines that (which i) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the(which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.2, and the circumstances under Section 3.6.2(a) or the Scheduled Unavailability Date has occurred (as applicableapplicable Loan amount or Interest Period), or (ii) adequate and reasonable means do not otherwise exist for determining Term LIBORTerm SOFR for any the Loan orany requested Interest Period (including with respect to a calculation of thea proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Rate); Loan, or (b) Agent or Required Lenders determine that for any reason Term that LIBORTerm SOFR for any theany requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such or maintaining thesuch Loan, Agent will promptly so notify Borrowers and Lenders. Thereafter, (x) the obligation of Lenders Lenders' obligations to makemake or, maintain, or convert Base Rate Loans to, Term SOFR Loans shall be suspended (to the extent of the affected Term LIBORTerm SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such the LIBORsuch component (if affected) in determining Base Rate shall be suspended, in each case until Agent determines (oror is instructed, in the case of a determination by Required Lenders Lenders) to withdraw the described in clause (b) above, until Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (IBorrower Agent(I) Borrowers may revoke any pending request for a Borrowingfundinga Borrowing of, conversion to or continuation of Term a LIBOR LoanTerm SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted requestedconverted such request into a request for Base Rate LoansLoanLoans, and Agent may (IIor shall upon request by Required Lenders) immediately(II) any outstanding Term SOFR Loans shall convert any affected LIBOR Loan to a Base Rate Loans LoanLoans at the end of their respective Interest Periods.
Appears in 1 contract
Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion of Base Rate Loans to Term SOFR Loans or a continuation thereofof any of such Loans, as applicable, (ax) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (iA) no Successor Rate has been determined in accordance with Section 3.6.22(g)(iii), and the circumstances under clause (x) of Section 3.6.2(a2(g)(iii) or the Scheduled Unavailability Date has occurred (as applicable)occurred, or (iiB) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (by) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Borrower and Lenderseach Lender. Thereafter, (x) the obligation of the Lenders to make, maintainmake or maintain Term SOFR Loans, or to convert Base Rate Loans to, to Term SOFR Loans Loans, shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of such the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described abovein clause (y) of this Section 2(g)(ii), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ix) Borrowers the Borrower may revoke any pending request for a BorrowingBorrowing of, or conversion to, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans, Loans in the amount specified therein and (IIy) any outstanding Term SOFR Loans shall convert be deemed to have been converted to Base Rate Loans at the end of their respective applicable Interest PeriodsPeriod.
Appears in 1 contract
Inability to Determine Rate. If The Administrative Agent will promptly notify Parent Borrower and Lenders if, in connection with any request for a Term SOFR Loan or a Borrowing of, conversion to or continuation thereofof a Term SOFR Loan, as applicable, (a) Agent determines (which determination shall be conclusive absent manifest error) that (i) the Administrative Agent determines for any reason that (A) no Term SOFR Successor Rate has been determined in accordance with Section 3.6.23.3(b), and the circumstances under Section 3.6.2(a3.3(b)(i) or the Term SOFR Scheduled Unavailability Date has occurred (as applicable), or (iiB) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested the applicable Loan or Interest Period (including with respect to a proposed Term SOFR Loan or in connection with an existing or proposed calculation of the Base Rate Loan, Rate); or (bii) the Administrative Agent or Required Lenders determine that for any reason that Term SOFR for any requested the Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such or maintaining the Loan, Agent will promptly so notify Borrowers and Lenders. Thereafter, (x) the obligation of Lenders Lenders’ obligations to make, maintain, make or convert Base Rate Loans to, Term SOFR Loans shall be suspended (to the extent of the maintain affected Term SOFR Loans or Interest Periods), and (y) in the event utilization of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component (if affected) in determining the Base Rate shall be suspended, in each case suspended until the Administrative Agent determines (or, in the case of a determination or is instructed by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such to withdraw the notice. Upon receipt of such notice, (I) Borrowers Parent Borrower may revoke any pending request for a Borrowing, conversion or continuation of a Loan bearing interest based on Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into submitted a request for a Base Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to Base Rate Loans at the end of their respective Interest PeriodsLoan.
Appears in 1 contract
Inability to Determine Rate. If in connection with any request Lender determines that any Requirement of Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for a any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to SOFR, the Term SOFR Loan Reference Rate, Term SOFR or a conversion Term SOFR, or to determine or continuation thereofcharge interest based upon SOFR, as applicablethe Term SOFR Reference Rate or Term SOFR, then, upon notice thereof by such Lender to the Borrower (athrough the Agent) Agent determines (which determination shall be conclusive absent manifest error) that an “Illegality Notice”), (i) no Successor Rate has been determined in accordance with Section 3.6.2any obligation of the Lenders to make SOFR Loans, and any right of the circumstances under Section 3.6.2(a) Borrower to continue SOFR Loans or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (b) Agent or Required Lenders determine that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Agent will promptly so notify Borrowers and Lenders. Thereafter, (x) the obligation of Lenders to make, maintain, or convert Base Rate Loans toto SOFR Loans, Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods)suspended, and (yii) in the event interest rate on which Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Agent without reference to clause (c) of a determination described in the preceding sentence with respect to the Term SOFR component definition of “Base Rate, the utilization of such component in determining Base Rate shall be suspended”, in each case until each affected Lender notifies the Agent (or, in and the case of a Borrower that the circumstances giving rise to such determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such noticeno longer exist. Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such noticeillegality, upon demand from any Lender (I) Borrowers may revoke any pending request for with a Borrowingcopy to the Agent), conversion or continuation of Term prepay or, if applicable, convert all SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to Base Rate Loans at (the end interest rate on which Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Agent without reference to clause (c) of their respective the definition of “Base Rate”), on the last day of the Interest PeriodsPeriod therefor, if all affected Lenders may lawfully continue to maintain such SOFR Loans to such day, or immediately, if any Lender may not lawfully continue to maintain such SOFR Loans to such day, in each case until the Agent is advised in writing by each affected Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate or Term SOFR. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.8.
Appears in 1 contract
Sources: Loan and Security Agreement (Commercial Vehicle Group, Inc.)
Inability to Determine Rate. If Notwithstanding anything to the contrary in connection with this Agreement or any request for a Term SOFR Loan or a conversion to or continuation thereofother Transaction Document, as applicable, (a) Agent if Lender determines (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.2, and the circumstances under Section 3.6.2(a) or the Scheduled Unavailability Date has occurred (as applicable), or (iia) adequate and reasonable means do not otherwise exist for ascertaining clause (b) of the definition of Three-Month Term SOFR, including, without limitation, because the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary, (b) the CME (or any successor administrator reasonably satisfactory to Lender) has made a public statement identifying a specific date after which SOFR shall or will no longer be made available, or permitted to be used for determining the interest rate of syndicated loans denominated in Dollars, or shall or will otherwise cease; provided that, in each case, at the time of such statement, there is no successor administrator that is reasonably satisfactory to Lender that will continue to provide SOFR, or (c) Lender determines for any reason that the Three-Month Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (b) Agent or Required Lenders determine that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan the relevant Calendar Quarter does not adequately and fairly reflect the cost of funds to such Lenders of funding such LoanLender (each a “SOFR Unavailability Event”), Agent then (i) Lender will promptly so notify Borrowers and Lenders. Thereafter, (x) the obligation of Lenders to make, maintain, or convert Base Rate Loans to, Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods)Borrower, and (yii) thereafter, (A) Lender and Borrower shall negotiate in the event of a determination described in the preceding sentence with respect good faith to the amend this Agreement to replace Three-Month Term SOFR component with an alternate benchmark rate, giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Board of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (I) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Loans (to the extent Governors of the affected Term SOFR Loans Federal Reserve System or Interest Periods) orthe Federal Reserve Bank of New York, failing thator a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, will be deemed to have converted or any successor thereto, for Dollar-denominated credit facilities for such request into a request for Base Rate Loansalternative benchmarks, together with any proposed Conforming Changes, and (IIB) any outstanding until such time as Borrower and ▇▇▇▇▇▇ amend this Agreement as contemplated by the foregoing clause (A), clause (b) of the definition of Three-Month Term SOFR Loans shall convert for the Calendar Quarter during which such SOFR Unavailability Event occurs will be a rate per annum equal to Base the Prime Rate Loans at as in effect on the end date such SOFR Unavailability Event occurs and thereafter will be re-set on the first Business Day of their respective Interest Periodseach Calendar Quarter occurring thereafter.
Appears in 1 contract
Sources: Loan Agreement (REGENXBIO Inc.)
Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (aA) Agent determines (which determination shall be conclusive absent manifest error) that (iI) no Successor Rate has been determined in accordance with Section 3.6.22(g)(ii), and the circumstances under Section 3.6.2(a2(g)(ii)(A) or the Scheduled Unavailability Date has occurred (as applicable), or (iiII) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (bB) Agent or Required Requisite Lenders determine that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Agent will promptly so notify Borrowers and Lenders. Thereafter, (x) the obligation of Lenders to make, maintain, maintain or convert Base Prime Rate Loans to, to Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (Ix) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Prime Rate Loans, and (IIy) any outstanding Term SOFR Loans shall convert to Base Prime Rate Loans at the end of their respective Interest Periods.
Appears in 1 contract
Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (a) Agent determines (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.2, and the circumstances under Section 3.6.2(a) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (b) Agent or Required Lenders determine that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Agent will promptly so notify Borrowers and Lenders. Thereafter, (x) the obligation of Lenders to make, maintain, or convert Base Rate Loans to, Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, ,
(I) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to Base Rate Loans at the end of their respective Interest Periods.
Appears in 1 contract
Sources: Loan, Security and Guaranty Agreement (Solaris Energy Infrastructure, Inc.)
Inability to Determine Rate. Lender will promptly notify Borrower Agent if,If in connection with any Loan or request for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (a) Agent Lender determines (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.2, and the circumstances under Section 3.6.2(a) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (b) Agent Lender determines that
(a) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable Loan amount or Required Lenders determine that Interest Period; or (b) LIBOR for thefor any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders Lender of funding such or maintaining thesuch Loan, Agent Lender will promptly so notify Borrowers and LendersBorrower Agent. Thereafter, (xLender’s(x) the obligation of Lenders Lender to makemake or, maintain, or convert Base Rate Loans to, Term SOFR Loans shall be suspended (to the extent of the affected Term LIBORTerm SOFR Loans or andor Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such the LIBORsuch component (if affected) in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes ▇▇▇▇▇▇ withdraws therevokes such notice. Upon receipt of such thesuch notice, (Ii) Borrowers Borrower Agent may revoke any pending request for a fundinga Borrowing, conversion or continuation of Term a LIBOR LoanTerm SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted requestedconverted such request into a request for Base Rate LoansLoanLoans, and (IILender may immediately(ii) any outstanding Term SOFR Loans shall convert any affected LIBOR Loan to a Base Rate Loans Loan. Notwithstanding the foregoing, Lender may propose an alternative interest rate for the applicable Loan, which Borrower Agent may elect to apply to the LoanLoans at the end of their respective Interest Periods.
Appears in 1 contract
Sources: Loan and Security Agreement (Orion Energy Systems, Inc.)
Inability to Determine Rate. If (a) Subject to Section 3.07, if, on or prior to the first day of any Interest Period for any Term SOFR Loan (a) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, or (b) the Required Lenders determine that for any reason in connection with any request for a Term SOFR Loan or a conversion to thereto or a continuation thereof, as applicable, (a) Agent determines (which determination shall be conclusive absent manifest error) thereof that (i) no Successor Rate has been determined in accordance with Section 3.6.2, and the circumstances under Section 3.6.2(a) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (b) Agent or Required Lenders determine that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent, the Administrative Agent will promptly so notify Borrowers the Borrower and Lenderseach Lender. ThereafterUpon such notice, (x) the any obligation of the Lenders to makemake Term SOFR Loans, maintain, and any right of the Borrower to continue Term SOFR Loans or to convert Base Rate Loans to, to Term SOFR Loans Loans, shall be suspended (to the extent of the affected Term SOFR Loans or affected Interest Periods), and ) until the Administrative Agent (y) in the event of a determination described in the preceding sentence with respect to clause (b), at the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ii) Borrowers the Borrower may revoke any pending request for a Borrowingborrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans, Loans in the amount specified therein and (IIii) any outstanding affected Term SOFR Loans shall convert will be deemed to have been converted into Base Rate Loans at the end of their respective the applicable Interest PeriodsPeriod. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 3.05. Subject to Section 3.07, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination.
Appears in 1 contract
Inability to Determine Rate. If in connection with any request for a Daily SOFR Loan or a Term SOFR Loan or a conversion of Loans to Daily SOFR Loans or CHAR1\▇▇▇▇▇▇▇▇▇ Term SOFR Loans or a continuation thereofof any of such Loans, in each case, as applicable, (aA) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (ix) no Successor Rate for Daily SOFR or Term SOFR, as applicable, has been determined in accordance with Section 3.6.2, 2(k)(iii) or Section (k)(iv) and the circumstances under clause (x) of Section 3.6.2(a2(k)(iii) or clause (x) of Section 2(k)(iv) or the applicable Scheduled Unavailability Date has occurred with respect to Daily SOFR or Term SOFR (as applicable), or (iiy) adequate and reasonable means do not otherwise exist for determining Daily SOFR or Term SOFR for any determination date(s), requested payment period or Interest Period Period, as applicable, with respect to a proposed Daily SOFR Loan or Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (bB) the Administrative Agent or the Required Lenders determine that for any reason Term that Daily SOFR for any requested Interest Period with respect to a proposed Loan for any requested determination date(s) or Term SOFR with respect to a proposed Loan for any Interest Period, as applicable, does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Borrower and Lenderseach Lender. Thereafter, (x1) the obligation of the First Incremental Term Loan Lenders to makemake or maintain Daily SOFR Loans or Term SOFR Loans, maintainas applicable, or to convert Base Rate Loans to, to Daily SOFR Loans or Term SOFR Loans Loans, as applicable, shall be suspended (in each case to the extent of the affected Term SOFR Loans or Interest Periodsdetermination date(s), as applicable, and (y2) in the event of a determination described in the preceding sentence with respect to the Term Daily SOFR component of the Base Rate, the utilization of such the Daily SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described abovein clause (B) of this Section, until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (I) Borrowers the Borrower may revoke any pending request for a BorrowingBorrowing of, or conversion or continuation of Term SOFR Loans (to the extent of the affected Term Daily SOFR Loans or Interest Periods) orTerm SOFR Loans, as applicable, or failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to a Borrowing of Base Rate Loans at of the end amount specified therein if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of their respective Interest Periodssuch notice.
Appears in 1 contract
Sources: First Incremental Term Loan Agreement (Blackbaud Inc)
Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (a) Agent determines (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.22.12(f), and the circumstances under Section 3.6.2(a2.12(f) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (b) Agent or Required Lenders determine that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Agent will promptly so notify Borrowers and Lenders. Thereafter, (x) the obligation of Lenders to make, maintain, or convert Base Rate Loans to, Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (I) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to Base Rate Loans at the end of their respective Interest Periods.
Appears in 1 contract
Inability to Determine Rate. Agent will promptly notify Borrower Agent and Lenders if, If in connection with any Loan or request with respect to a Loan request for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (a) Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable Loan amount or Interest Period (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.23.5.2, and the circumstances under Section 3.6.2(a3.5.2(a) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining the LIBOR Rate for the Loan or Term SOFR for any requested Interest Period (including with respect to calculation of the a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Prime Rate); Loan, or (b) Agent or Required Lenders determine that for any reason that the LIBOR Rate for the Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to Lenders of funding or maintaining the Loan. Thereafter, Lenders' obligations to make or maintain affected LIBOR Rate Loans and utilization of the LIBOR component (if affected) in determining Prime Rate shall be suspended until Agent determines (or is instructed such Lenders of funding such Loan, Agent will promptly so notify Borrowers and Lenders. Thereafter, (x) the obligation of Lenders to make, maintain, or convert Base Prime Rate Loans to, Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Prime Rate, the utilization of such component in determining Base Prime Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) to withdraw the revokes such notice. Upon receipt of such notice, Borrower Agent (I) Borrowers may revoke any pending request for funding a Borrowing, conversion or continuation of a LIBOR Rate Loan Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have requested a Prime Rate Loan, and Agent may (or shall upon request by Required Lenders) immediately convert any affected LIBOR Rate Loan to a Prime Rate Loan. converted such request into a request for Base Prime Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to Base Prime Rate Loans at the end of their respective Interest Periods.
Appears in 1 contract
Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion of Base Rate Loans to Term SOFR Loans or a continuation thereofof any of such Loans, as applicable, (ax) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (iA) no Successor Rate has been determined in accordance with Section 3.6.22(g)(iii), and the circumstances under clause (x) of Section 3.6.2(a2(g)(iii) or the Scheduled Unavailability Date has occurred (as applicable)occurred, or (iiB) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in CHAR1\▇▇▇▇▇▇▇▇▇ connection with an existing or proposed Base Rate Loan, or (by) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Company and Lenderseach Lender. Thereafter, (x) the obligation of the Lenders to make, maintainmake or maintain Term SOFR Loans, or to convert Base Rate Loans to, to Term SOFR Loans Loans, shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of such the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described abovein clause (y) of this Section 2(g)(ii), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ix) Borrowers the Company may revoke any pending request for a BorrowingBorrowing of, or conversion to, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans, Loans in the amount specified therein and (IIy) any outstanding Term SOFR Loans shall convert be deemed to have been converted to Base Rate Loans at the end of their respective applicable Interest PeriodsPeriod.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Teledyne Technologies Inc)
Inability to Determine Rate. If in connection with any request for a Daily SOFR Loan or an Alternative Currency Term SOFR Rate Loan or a conversion of Base Rate Loans or Term Rate Loans denominated in Dollars to Daily SOFR Loans or a continuation thereofof any of such Loans, as applicable, (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (iA) no Successor Rate for the Relevant Rate for the applicable Agreed Currency has been determined in accordance with Section 3.6.2, 3.03(c) or Section 3.03(d) and the circumstances under clause (x) of Section 3.6.2(a3.03(c) or of Section 3.03(d) or the SOFR Scheduled Unavailability Date has occurred (as applicable)with respect to such Relevant Rate, or (iiB) adequate and reasonable means do not otherwise exist for determining Term SOFR the Relevant Rate for the applicable Agreed Currency for any determination date(s) or requested Interest Period or payment period, as applicable, with respect to a proposed Term Daily SOFR Loan or in connection with an existing or proposed Base Alternative Currency Term Rate Loan, or (bii) the Administrative Agent or the Required Lenders determine that for any reason Term SOFR that the Relevant Rate with respect to a proposed Loan denominated in an Agreed Currency for any requested Interest Period with respect to a proposed Term SOFR Loan or determination date(s) does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrowers and Lenderseach Lender. Thereafter, (x) the obligation of the Lenders to makemake or maintain Loans in the affected currencies, maintainas applicable, or to convert Base Rate Loans toor Term Rate Loans denominated in Dollars to Daily SOFR Loans, Term SOFR Loans shall be suspended (in each case to the extent of the affected Alternative Currency Term SOFR Rate Loans or Interest PeriodsPeriod or determination date(s), as applicable, and (y) in until the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Administrative Agent (or, in the case of a determination by the Required Lenders described abovein clause (ii) of this Section 3.03(b), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ii) the Borrowers may revoke any pending request for a BorrowingBorrowing of, conversion to Daily SOFR Loans or continuation of Alternative Currency Term SOFR Rate Loans in the affected currency or currencies (to the extent of the affected Alternative Currency Term SOFR Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans, Loans denominated in Dollars in the Dollar Equivalent in the amount specified therein and (IIii) (A) any outstanding Term Daily SOFR Loans shall convert be deemed to have been converted to Base Rate Loans immediately; (B) any outstanding affected Alternative Currency Term Rate Loans, at the Borrowers’ election, shall either (1) be converted into a Committed Borrowing of Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount of such outstanding Alternative Currency Term Rate Loan at the end of their respective the applicable Interest Periods.Period or (2) be prepaid at the end of the applicable Interest Period in full; provided that if no election is made by the Borrowers by the earlier of (x) the date that is three Business Days after receipt by the Borrowers of such notice and (y) the last day of the current Interest Period for the applicable Alternative Currency Term Rate Loan, the Borrowers shall be deemed to have elected clause (1) above
Appears in 1 contract
Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion of Base Rate Loans to Term SOFR Loans or a continuation thereofof any of such Loans, as applicable, (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (iA) no Successor Rate has been determined in accordance with Section 3.6.23.03(b), and the circumstances under clause (i) of Section 3.6.2(a3.03(b) or the Scheduled Unavailability Date has occurred (as applicable)occurred, or (iiB) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (bii) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Borrower and Lenderseach Lender. Thereafter, (x) the obligation of the Lenders to make, maintainmake or maintain Term SOFR Loans, or to convert Base Rate Loans to, to Term SOFR Loans Loans, shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of such the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described abovein clause (ii) of this Section 3.03(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ii) Borrowers the Borrower may revoke any pending request for a BorrowingBorrowing of, or conversion to, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans, Loans in the amount specified therein and (IIii) any outstanding Term SOFR Loans shall convert be deemed to have been converted to Base Rate Loans immediately at the end of their respective applicable Interest PeriodsPeriod(s).
Appears in 1 contract
Sources: Credit Agreement (Rite Aid Corp)
Inability to Determine Rate. If in connection with any request for a Term Daily SOFR Loan or a conversion of Base Rate Loans or Term Rate Loans denominated in Dollars to Daily SOFR Loans or a continuation thereofof any of such Loans, as applicable, (aA) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (ix) no SOFR Successor Rate for Daily SOFR has been determined in accordance with Section 3.6.2, 3.03(c) and the circumstances under clause (x) of Section 3.6.2(a3.03(c) or the SOFR Scheduled Unavailability Date has occurred (as applicable)) has occurred with respect to SOFR, or (iiy) adequate and reasonable means do not otherwise exist for determining Term SOFR for any determination date(s) or requested Interest Period payment period, as applicable, with respect to a proposed Term Daily SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (bB) the Administrative Agent or the Required Lenders determine that for any reason Term Daily SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan for any requested determination date(s) does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrowers and Lenderseach Lender. Thereafter, (x) the obligation of the Lenders to make, maintainmake or maintain Daily SOFR Loans, or to convert Base Rate Loans toor Term Rate Loans denominated in Dollars to Daily SOFR Loans, Term SOFR Loans shall be suspended (in each case to the extent of the affected Term SOFR Loans or Interest Periodsdetermination date(s), and (y) in as applicable, until the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Administrative Agent (or, in the case of a determination by the Required Lenders described abovein clause (B) of this Section, until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (I) the Borrowers may revoke any pending request for a BorrowingBorrowing of, or conversion to Daily SOFR Loans, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to a Borrowing of Base Rate Loans at of the end amount specified therein if no election is made by the Borrowers by the date that is three Business Days after receipt by the Borrowers of their respective Interest Periodssuch notice.
Appears in 1 contract
Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (aA) Agent determines (which determination shall be conclusive absent manifest error) that (iI) no Successor Rate has been determined in accordance with Section 3.6.22(g)(ii), and the circumstances under Section 3.6.2(a2(g)(ii)(A) or the Scheduled Unavailability Date has occurred (as applicable), or (iiII) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (bB) Agent or Required Lenders determine that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Agent will promptly so notify Borrowers and Lenders. Thereafter, (x1) the obligation of Lenders to make, maintain, maintain or convert Base Rate Loans to, to Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y2) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (Ix) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (IIy) any outstanding Term SOFR Loans shall convert to Base Rate Loans at the end of their respective Interest Periods.
Appears in 1 contract
Sources: Loan, Guaranty and Security Agreement (Key Tronic Corp)
Inability to Determine Rate. If in connection with any request for a US Term SOFR Loan, UK ▇▇▇▇▇ Rate Loan, and/or UK EURIBOR Loan or a conversion to or continuation thereof, as applicable, (a) Agent determines (which determination shall be conclusive absent manifest error) that (i) no Term SOFR Successor Rate or UK Successor Rate, as applicable, has been determined in accordance with Section 3.6.2, and the circumstances under Section 3.6.2(a) or the Term SOFR Scheduled Unavailability Date or UK Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR SOFR, ▇▇▇▇▇, and/or EURIBOR for any requested Interest Period with respect to a proposed Term SOFR Interest Period Loan or in connection with an existing or proposed US Base Rate Loan, or (b) Agent or Required Lenders determine that for any reason Term SOFR SOFR, ▇▇▇▇▇, and/or EURIBOR for any requested Interest Period Period, as applicable, with respect to a proposed US Term SOFR Loan, UK ▇▇▇▇▇ Rate Loan and/or UK EURIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Agent will promptly so notify Borrowers and Lenders. Thereafter, (x) the obligation of Lenders to (i) make, maintain, or convert US Base Rate Loans to, US Term SOFR Loans shall be suspended (to the extent of the affected US Term SOFR Loans or Interest Periods), (ii) make or maintain UK ▇▇▇▇▇ Rate Loans and/or UK EURIBOR Loans shall be suspended (to the extent of the affected UK EURIBOR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of US Base Rate, the utilization of such component in determining US Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (1) with respect to US Revolver Loans: (I) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of US Term SOFR Loans (to the extent of the affected US Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for US Base Rate Loans, and (II) any outstanding US Term SOFR Loans shall convert to US Base Rate Loans at the end of their respective Interest Periods, (2) with respect to UK ▇▇▇▇▇ Rate Loans, (I) Borrowers may revoke any pending request for a Borrowing of UK ▇▇▇▇▇ ▇▇▇▇ Loans, and any outstanding UK ▇▇▇▇▇ Rate Loans shall bear interest based on the UK Successor Rate, and (3) with respect to UK EURIBOR Loans: (I) Borrowers may revoke any pending request for a Borrowing or continuation of UK EURIBOR Loans (to the extent of the affected UK EURIBOR Loans or Interest Periods), and any outstanding UK EURIBOR Loans shall bear interest on the UK Successor Rate.
Appears in 1 contract
Sources: Loan, Guaranty and Security Agreement (Turtle Beach Corp)
Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (aA) Agent determines (which determination shall be conclusive absent manifest error) that (iI) no Successor Rate has been determined in accordance with Section 3.6.22(g)(ii), and the circumstances under Section 3.6.2(a2(g)(ii)(A) or the Scheduled Unavailability Date has occurred (as applicable), or (iiII) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (bB) Agent or Required Lenders determine that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Agent will promptly so notify Borrowers and Lenders. Thereafter, (x1) the obligation of Lenders to make, maintain, maintain or convert Base Rate Loans to, to Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y2) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (Ix) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (IIy) any outstanding Term SOFR Loans shall convert to Base Rate Loans at the end of their respective Interest Periods.. 164318397_4
Appears in 1 contract
Sources: Loan, Guaranty and Security Agreement (BIG 5 SPORTING GOODS Corp)
Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (aA) Agent determines (which determination shall be conclusive absent manifest error) that (iI) no Successor Rate has been determined in accordance with Section 3.6.22(g)(ii), and the circumstances under Section 3.6.2(a2(g)(ii)(A) or the Scheduled Unavailability Date has occurred (as applicable), or (iiII) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (bB) Agent or Required Lenders determine that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding making and maintaining such Loan, Agent will promptly so notify Borrowers and Lenders. ThereafterUpon notice thereof by the Agent to the Borrowers, (x) the any obligation of Lenders to make, maintain, maintain or convert Base Rate Loans to, to Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (Ix) Borrowers may revoke any pending request for a Borrowing, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or affected Interest Periods) or, failing that, will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans, and (IIy) any outstanding Term SOFR Loans shall convert to Base Rate Loans at the end of their respective Interest Periods.
Appears in 1 contract
Sources: Loan, Guaranty and Security Agreement (Proterra Inc)
Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (aA) Administrative Agent determines (which determination shall be conclusive absent manifest error) that (iI) no Successor Rate has been determined in accordance with Section 3.6.22(g)(ii), and the circumstances under Section 3.6.2(a2(g)(ii)(A) or the Scheduled Unavailability Date has occurred (as applicable), or (iiII) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (bB) Administrative Agent or Required Lenders determine that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Administrative Agent will promptly so notify Borrowers and Lenders. Thereafter, (x1) the obligation of Lenders to make, maintain, maintain or convert Base Rate Loans to, to Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y2) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Administrative Agent (or, in the case of a determination by Required Lenders described above, until Administrative Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (Ix) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (IIy) any outstanding Term SOFR Loans shall convert to Base Rate Loans at the end of their respective Interest Periods.
Appears in 1 contract
Sources: Libor Transition Amendment (Us Xpress Enterprises Inc)
Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion of Base Rate Loans to Term SOFR Loans or a continuation thereofof any of such Loans, as applicable, (ax) the Agent determines (which determination shall be conclusive absent manifest error) that (iA) no Successor Rate has been determined in accordance with Section 3.6.22(g)(ii), and the circumstances under clause (x) of Section 3.6.2(a2(g)(ii) or the Scheduled Unavailability Date has occurred (as applicable)occurred, or (iiB) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (by) the Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Agent will promptly so notify the Borrowers and Lenderseach Lender. Thereafter, (x) the obligation of the Lenders to make, maintainmake or maintain Term SOFR Loans, or to convert Base Rate Loans to, to Term SOFR Loans Loans, shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of such the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Agent (or, in the case of a determination by the Required Lenders described abovein clause (y) of this Section 2(g)(i), until the Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ix) the Borrowers may revoke any pending request for a BorrowingBorrowing of, or conversion to, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans, Loans in the amount specified therein and (IIy) any outstanding Term SOFR Loans shall convert be deemed to have been converted to Base Rate Loans at the end of their respective applicable Interest PeriodsPeriod.
Appears in 1 contract
Sources: Credit Agreement (Scholastic Corp)
Inability to Determine Rate. (a) If in connection with any request for a Term SOFR LIBOR Loan or a conversion to or continuation thereof, as applicable, (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined Dollar deposits are not being offered to banks in accordance with Section 3.6.2, the London interbank Eurodollar market for the applicable amount and the circumstances under Section 3.6.2(a) or the Scheduled Unavailability Date has occurred (as applicable)Interest Period of such LIBOR Loan, or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR the LIBOR Rate for any requested Interest Period with respect to a proposed Term SOFR LIBOR Loan or in connection with an existing or proposed Base Rate Loan, or (b) the Administrative Agent or the Required Lenders determine that for any reason Term SOFR the LIBOR Rate for any requested Interest Period with respect to a proposed Term SOFR LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, the Administrative Agent will promptly so notify Borrowers Group and Lenderseach Lender. Thereafter, (x) the obligation of the Lenders to make, maintain, make or convert Base Rate Loans to, Term SOFR maintain LIBOR Loans shall be suspended (to the extent of the affected Term SOFR LIBOR Loans or Interest Periods), ) and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR LIBOR Rate component of the Base Rate, the utilization of such the LIBOR Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in upon the case instruction of a determination by the Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (I) Borrowers any Borrower may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Term SOFR LIBOR Loans (to the extent of the affected Term SOFR LIBOR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to a Borrowing of Base Rate Loans at in the end of their respective Interest Periodsamount specified therein.
Appears in 1 contract
Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion of Base Rate Loans to Term SOFR Loans or a continuation thereofof any of such Loans, as applicable, (ax) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (iA) no Successor Rate has been determined in accordance with Section 3.6.22(h)(iii), and the circumstances under clause (x) of Section 3.6.2(a2(h)(iii) or the Scheduled Unavailability Date has occurred (as applicable)occurred, or (iiB) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (by) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Borrower and Lenderseach Lender. Thereafter, (x) the obligation of the Lenders to make, maintainmake or maintain Term SOFR Loans, or to convert Base Rate Loans to, to Term SOFR Loans Loans, shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of such the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described abovein clause (y) of this Section 2(h)(ii), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ix) Borrowers the Borrower may revoke any pending request for a BorrowingBorrowing of, or conversion to, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans, Loans in the amount specified therein and (IIy) any outstanding Term SOFR Loans shall convert be deemed to have been converted to Base Rate Loans at the end of their respective applicable Interest PeriodsPeriod.
Appears in 1 contract
Sources: Early Opt in and Conforming Changes Amendment (Entergy New Orleans, LLC)
Inability to Determine Rate. Agent will promptly notify Borrower Agent and Lenders if, If in connection with any Loan or request with respect to a for a Term SOFR Loan or a conversion to or continuation thereof, as applicableLoan, (a) Agent determines that (which i) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable Loan amount or Interest Period(which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.2, and the circumstances under Section 3.6.2(a) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR LIBOR for any requested the Loan or Interest Period (including with respect to calculation of the Base Rate); either Daily Simple SOFR with respect to a proposed Term SOFR Loan or Term SOFR in connection with an existing or proposed Base Rate Loan, or (b) Agent or Required Lenders determine that for any reason Term SOFR that LIBOR for any requested the Interest Period Daily Simple SOFR with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding or maintaining the Loan. Thereafter, Lenders’ obligations to make or maintain affected LIBOR Loans and utilization of the LIBOR component (if affected) such Loan, Agent will promptly so notify Borrowers and Lenders. Thereafter, (x) the obligation of Lenders to make, maintain, make or convert Base Rate Loans to, Term maintain SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest PeriodsLoans), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspendedsuspended , in each case until Agent determines (or is instructed (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) to withdraw the revokes such notice. Upon receipt of such notice, Borrower Agent (I) Borrowers may revoke any pending request for a Borrowingfunding, conversion or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) a LIBOR Loan a Borrowing or, failing that, will be deemed to have converted requested a Base Rate Loan, and Agent may (or shall upon request by Required Lenders) immediately convert any affected LIBOR Loan to a Base Rate Loan.converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans immediately shall convert to Base Rate Loans at the end of their respective Interest PeriodsLoans.
Appears in 1 contract
Sources: Loan and Security Agreement (Adara Acquisition Corp.)
Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion of Base Rate Loans to SOFR Loans or a continuation thereofof any of such Loans, as applicable, (ax) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (iA) no Successor Rate has been determined in accordance with Section 3.6.23.9(b), and the circumstances under clause (x) of Section 3.6.2(a3.9(b) or the Scheduled Unavailability Date has occurred (as applicable)occurred, or (iiB) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (by) the Administrative Agent or Required the Majority Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Borrower and Lenderseach Lender. Thereafter, (x) the obligation of the Lenders to make, maintainmake or maintain SOFR Loans, or to convert Base Rate Loans toto SOFR Loans, Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of such the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by Required Lenders the Majority ▇▇▇▇▇▇▇ described abovein clause (y) of this Section 3.9(a), until the Administrative Agent upon instruction of Required the Majority Lenders) revokes such notice. Upon receipt of such notice, (Ix) Borrowers the Borrower may revoke any pending request for a BorrowingBorrowing of, or conversion to, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans, Loans in the amount specified therein and (IIy) any outstanding Term SOFR Loans shall convert be deemed to have been converted to Base Rate Loans immediately or, in the case of SOFR Loans, at the end of their respective applicable Interest PeriodsPeriod.
Appears in 1 contract
Inability to Determine Rate. If in connection with any request for a Term Daily SOFR Loan or an Alternative Currency Loan or a conversion of Base Rate Loans or Term Rate Loans denominated in Dollars to Daily SOFR Loans or a continuation thereofof any of such Loans, as applicable, (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (iA) no Successor Rate for the Relevant Rate for the applicable Agreed Currency has been determined in accordance with Section 3.6.2, 3.03(c) or Section 3.03(d) and the circumstances under clause (x) of Section 3.6.2(a3.03(c) or of Section 3.03(d) or the SOFR Scheduled Unavailability Date or CDOR Cessation Date, as applicable, has occurred (as applicable)with respect to such Relevant Rate, or (iiB) adequate and reasonable means do not otherwise exist for determining Term SOFR the Relevant Rate for the applicable Agreed Currency for any determination date(s) or requested Interest Period or payment period, as applicable, with respect to a proposed Term Daily SOFR Loan or in connection with an existing or proposed Base Rate Alternative Currency Loan, or (bii) the Administrative Agent or the Required Lenders determine that for any reason Term SOFR that the Relevant Rate with respect to a proposed Loan denominated in an Agreed Currency for any requested Interest Period with respect to a proposed Term SOFR Loan or determination date(s) does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrowers and Lenderseach Lender. Thereafter, (x) the obligation of the Lenders to makemake or maintain Loans in the affected currencies, maintainas applicable, or to convert Base Rate Loans toor Term Rate Loans denominated in Dollars to Daily SOFR Loans, Term SOFR Loans shall be suspended (in each case to the extent of the affected Term SOFR Alternative Currency Loans or Interest PeriodsPeriod or determination date(s), as applicable, and (y) in until the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Administrative Agent (or, in the case of a determination by the Required Lenders described abovein clause (ii) of this Section 3.03(b), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ii) the Borrowers may revoke any pending request for a BorrowingBorrowing of, conversion to Daily SOFR Loans or continuation of Term SOFR Alternative Currency Loans in the affected currency or currencies (to the extent of the affected Term SOFR Alternative Currency Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans, Loans denominated in Dollars in the Dollar Equivalent in the amount specified therein and (IIii) (A) any outstanding Term Daily SOFR Loans shall convert be deemed to have been converted to Base Rate Loans immediately; (B) any outstanding affected Alternative Currency Loans, at the Borrowers’ election, shall either (1) be converted into a Committed Borrowing of Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount of such outstanding Alternative Currency Loan at the end of their respective the applicable Interest Periods.Period or (2) be prepaid at the end of the applicable Interest Period in full; provided that if no election is made by the Borrowers by the earlier of (x) the date that is three Business Days after receipt by the Borrowers of such notice and (y) the last day of the current Interest Period for the applicable Alternative Currency Loan, the Borrowers shall be deemed to have elected clause (1) above
Appears in 1 contract
Inability to Determine Rate. If in connection with If, on or prior to the first day of any request Interest Period for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (a) Agent determines any Note the Requisite Purchasers determine (which determination shall be conclusive and binding absent manifest error) that (i) no Successor “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, that(ii) the purchase, maintaining, converting to, or continuation of its LIBO Rate Portion, (ii) Term SOFR has been determined become unlawful as a result of compliance by Purchaser in accordance good faith with Section 3.6.2any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), (iii) Term SOFR has become impracticable, as a result of contingencies occurring after the date hereof that materially and adversely affect the circumstances under Section 3.6.2(a) market or the Scheduled Unavailability Date has occurred (as applicable)position of Purchaser in that market, or (iiiv) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (b) Agent or Required Lenders the Requisite Purchasers determine that for any reason that Adjusted Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders the Requisite Purchasers of funding such Loanthe loans evidenced by its Note, Agent the Requisite Purchasers will promptly so notify Borrowers and LendersCompany. ThereafterUpon such notice, (x) the any obligation of Lenders the Purchasers to makepurchase Notes, maintain, or convert Base Rate Loans to, Term SOFR Loans and any right of Company to issue Notes shall be suspended (to until the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes Requisite Purchasers revoke such notice. Upon receipt of such notice, (I) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Loans (the Requisite Purchasers shall also have the right to elect to have the extent principal of the affected Term SOFR Loans or Interest Periods) oroutstanding Notes bear interest at a rate the Requisite Purchasers elect in their sole discretion. Upon any such conversion to a new interest rate, failing thatCompany shall also pay accrued interest on the amount so converted, will be deemed together with any additional amounts required pursuant to have converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to Base Rate Loans at the end of their respective Interest Periodsthis Agreement.
Appears in 1 contract
Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (a) Agent Lender determines (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.2, and the circumstances under Section 3.6.2(a) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (b) Agent or Required Lenders determine Lender determines that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders Lender of funding such Loan, Agent Lender will promptly so notify Borrowers and LendersBorrower Agent. Thereafter, (x) the obligation of Lenders Lender to make, maintain, or convert Base Rate Loans to, Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) Lender revokes such notice. Upon receipt of such notice, (Ii) Borrowers Borrower Agent may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to Base Rate Loans at the end of their respective Interest Periods.and
Appears in 1 contract
Sources: Loan and Security Agreement (Orion Energy Systems, Inc.)
Inability to Determine Rate. If in connection with any request for a Term SOFR Benchmark Rate Loan or a conversion to or continuation thereof, as applicable, (a) Agent in good faith determines (which determination shall be conclusive absent manifest error) that (i) no Successor Rate has been determined in accordance with Section 3.6.2, and the circumstances under Section 3.6.2(a) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Term SOFR the Benchmark Rate for any requested Interest Period with respect to a proposed Term SOFR Benchmark Rate Loan or in connection with an existing or proposed Base Rate Loan, or (b) Agent or Required Lenders in good faith determine that for any reason Term SOFR the Benchmark Rate for any requested Interest Period with respect to a proposed Term SOFR Benchmark Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Agent will promptly so notify Borrowers Borrower and Lenders. Thereafter, (x) the obligation of Lenders to make, maintain, or convert Base Rate Loans to, Term SOFR Benchmark Rate Loans shall be suspended (to the extent of the affected Term SOFR Benchmark Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR Benchmark Rate component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such noticenotice (which revocation, once Agent or Required Lenders have in good faith determined that the circumstances giving rise to Agent’s or Required Lenders’ determination no longer exist, Agent or such Required Lenders shall promptly give). Upon receipt of such notice, (I) Borrowers Borrower may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR Benchmark Rate Loans (to the extent of the affected Term SOFR Benchmark Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request DM3\8972795.2 into a request for Base Rate Loans, and (II) any outstanding Term SOFR Benchmark Rate Loans shall convert to Base Rate Loans at the end of their respective Interest Periods.
Appears in 1 contract
Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or SOFR Daily Floating Rate Loan or a conversion of Base Rate Loans to Term SOFR Loans or SOFR Daily Floating Rate Loans or a continuation thereofof any of such Loans, as applicable, (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (iA) no Successor Rate has been determined in accordance with Section 3.6.23.03(b), and the circumstances under clause (i) of Section 3.6.2(a3.03(b) or the Scheduled Unavailability Date has occurred (as applicable)occurred, or (iiB) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or SOFR Daily Floating Rate Loan, as applicable or in connection with an existing or proposed Base Rate Loan, or (bii) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or SOFR Daily Floating Rate Loan, as applicable does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Company and Lenderseach Lender. Thereafter, (x) the obligation of the Lenders to makemake or maintain Term SOFR Loans or SOFR Daily Floating Rate Loans, maintainas applicable, or to convert Base Rate Loans to, to Term SOFR Loans or SOFR Daily Floating Rate Loans, shall be suspended (to the extent of the affected Term SOFR Loans, SOFR Daily Floating Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of such the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described abovein clause (ii) of Section 3.03(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ix) the Borrowers may revoke any pending request for a BorrowingBorrowing of, or conversion to, or continuation of Term SOFR Loans or SOFR Daily Floating Rate Loans (to the extent of the affected Term SOFR Loans, SOFR Daily Floating Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans, Loans in the amount specified therein and (IIy) any outstanding Term SOFR Loans and SOFR Daily Floating Rate Loans shall convert be deemed to have been converted to Base Rate Loans immediately or, in the case of Term SOFR Loans, at the end of their respective applicable Interest PeriodsPeriod.
Appears in 1 contract
Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion of Base Rate Loans to Term SOFR Loans or a continuation thereofof any of such Loans, as applicable, (ax) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (iA) no Successor Rate has been determined in accordance with Section 3.6.22(g)(iii), and the circumstances under clause (x) of Section 3.6.2(a2(g)(iii) or the Scheduled Unavailability Date has occurred (as applicable)occurred, or (iiB) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in CHAR1\1994581v1 connection with an existing or proposed Base Rate Loan, or (by) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Borrower and Lenderseach Lender. Thereafter, (x) the obligation of the Lenders to make, maintainmake or maintain Term SOFR Loans, or to convert Base Rate Loans to, to Term SOFR Loans Loans, shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of such the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described abovein clause (y) of this Section 2(g)(ii), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ix) Borrowers the Borrower may revoke any pending request for a BorrowingBorrowing of, or conversion to, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans, Loans in the amount specified therein and (IIy) any outstanding Term SOFR Loans shall convert be deemed to have been converted to Base Rate Loans at the end of their respective applicable Interest PeriodsPeriod.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Teledyne Technologies Inc)
Inability to Determine Rate. If in connection with any request for a Term Eurocurrency RateTerm SOFR Loan or a conversion to or continuation thereof, as applicable, (ai) the Administrative Agent determines that (which A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurocurrency Rate Loan(which determination shall be conclusive absent manifest error) that (iA) no Successor Rate has been determined in accordance with Section 3.6.24.03(b), and the circumstances under Section 3.6.2(a4.03(b) or the Scheduled Unavailability Date has occurred (as applicable), or (iiB) adequate and reasonable means do not otherwise exist for determining Term the Eurocurrency RateTerm SOFR for any requested Interest Period with respect to a proposed Term Eurocurrency RateTerm SOFR Loan or in connection with an existing or proposed Base Rate LoanLoan in each case with respect to clause (i) (A) above, "Impacted Loans"), or (bii) the Administrative Agent or (upon the instruction of theor Required Lenders Lenders) determines determine that for any reason Term the Eurocurrency RateTerm SOFR for any requested Interest Period with respect to a proposed Term Eurocurrency RateTerm SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify Borrowers the Borrower AgentBorrowers and Lenderseach LenderLenders. Thereafter, (x) the obligation of the Lenders to makemake or, maintainmaintain Eurocurrency, or convert Base Rate Loans to, Term SOFR Loans shall be suspended (to the extent of the affected Term Eurocurrency RateTerm SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term Eurocurrency RateTerm SOFR component of the Base Rate, the utilization of such the Eurocurrency Ratesuch component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by Required Lenders described above, until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ithe Borrower Agent(1) Borrowers may revoke any pending request for a BorrowingBorrowing of, conversion to or continuation of Term Eurocurrency RateTerm SOFR Loans (to the extent of the affected Term Eurocurrency RateTerm SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (II) any outstanding Term SOFR Loans shall convert to a Borrowing of Base Rate Loans at in the end of their respective Interest Periods.amount specified therein. 85 119482860_14 #193013499_v7
Appears in 1 contract
Inability to Determine Rate. If in connection with any request for a Term SOFR BSBY Loan or a conversion to or continuation thereof, as applicable, (aA) Agent determines (which determination shall be conclusive absent manifest error) that (iI) no Successor Rate has been determined in accordance with Section 3.6.22(g)(ii), and the circumstances under Section 3.6.2(a2(g)(ii)(A) or the Scheduled Unavailability Date has occurred (as applicable), or (iiII) adequate and reasonable means do not otherwise exist for determining Term SOFR BSBY Rate for any requested Interest Period with respect to a proposed Term SOFR BSBY Loan or in connection with an existing or proposed Base Rate Loan, or (bB) Agent or Required Lenders determine that for any reason Term SOFR that BSBY Rate for any requested Interest Period with respect to a proposed Term SOFR BSBY Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Agent will promptly so notify Borrowers and Lenders. Thereafter, (x1) the obligation of Lenders to make, maintain, or convert Base Rate Loans to, Term SOFR BSBY Loans shall be suspended (to the extent of the affected Term SOFR BSBY Loans or Interest Periods), and (y2) in the event of a determination described in the preceding sentence with respect to the Term SOFR BSBY Rate component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of Required Lenders) revokes such notice. Upon receipt of such notice, (Ix) Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Term SOFR BSBY Loans (to the extent of the affected Term SOFR BSBY Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans, and (IIy) any outstanding Term SOFR BSBY Loans shall convert to Base Rate Loans at the end of their respective Interest Periods.
Appears in 1 contract
Inability to Determine Rate. If in connection with any request for a Term SOFR Loan or a conversion of Base Rate Loans to Term SOFR Loans or a continuation thereofof any of such Loans, as applicable, (ax) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (iA) no Successor Rate has been determined in accordance with Section 3.6.22(g)(iii), and the circumstances under clause (x) of Section 3.6.2(a2(g)(iii) or the Scheduled Unavailability Date has occurred (as applicable)occurred, or (iiB) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in CHAR1\1994593v1 connection with an existing or proposed Base Rate Loan, or (by) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify Borrowers the Company and Lenderseach Lender. Thereafter, (x) the obligation of the Lenders to make, maintainmake or maintain Term SOFR Loans, or to convert Base Rate Loans to, to Term SOFR Loans Loans, shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of such the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described abovein clause (y) of this Section 2(g)(ii), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ix) Borrowers the Company may revoke any pending request for a BorrowingBorrowing of, or conversion to, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans, Loans in the amount specified therein and (IIy) any outstanding Term SOFR Loans shall convert be deemed to have been converted to Base Rate Loans at the end of their respective applicable Interest PeriodsPeriod.
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Inability to Determine Rate. If Subject to Section 3.07, if, on or prior to the first day of any Interest Period for any Term SOFR Loan (a) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, or (b) the Required Lenders determine that for any reason in connection with any request for a Term SOFR Loan or a conversion to thereto or a continuation thereof, as applicable, (a) Agent determines (which determination shall be conclusive absent manifest error) thereof that (i) no Successor Rate has been determined in accordance with Section 3.6.2, and the circumstances under Section 3.6.2(a) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining Adjusted Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (b) Agent or Required Lenders determine that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent, the Administrative Agent will promptly so notify Borrowers the Borrower and Lenderseach Lender. ThereafterUpon such notice, (x) the any obligation of the Lenders to makemake Term SOFR Loans, maintain, and any right of the Borrower to continue Term SOFR Loans or to convert Base Rate Loans to, to Term SOFR Loans Loans, shall be suspended (to the extent of the affected Term SOFR Loans or affected Interest Periods), and ) until the Administrative Agent (y) in the event of a determination described in the preceding sentence with respect to clause (b), at the Term SOFR component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Agent (or, in the case of a determination by Required Lenders described above, until Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ii) Borrowers the Borrower may revoke any pending request for a Borrowingborrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans, Loans in the amount specified therein and (IIii) any outstanding affected Term SOFR Loans shall convert will be deemed to have been converted into Base Rate Loans at the end of their respective the applicable Interest PeriodsPeriod. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 3,05. Subject to Section 3.07, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination.
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