Substituted Rate of Borrowing Clause Samples

The Substituted Rate of Borrowing clause defines the process for replacing the original interest rate on a loan with an alternative rate if the original rate becomes unavailable or impractical to use. Typically, this clause outlines the circumstances under which a substitution can occur, such as the discontinuation of a benchmark rate like LIBOR, and specifies the method for determining the new rate, which may involve referencing another published rate or a negotiated rate between the parties. Its core practical function is to ensure continuity of the loan agreement by providing a clear mechanism for adjusting the interest rate, thereby preventing disputes or uncertainty if the original rate can no longer be used.
Substituted Rate of Borrowing. In the event that on any Interest Rate Determination Date any Bank (including the Administrative Agent) shall have determined (which determination shall be final and conclusive and binding upon all parties but, with respect to the following clauses (i) and (ii)(b), shall be made only after consultation with the Company and the Administrative Agent) that: (i) by reason of any changes arising after the date of this Agreement affecting the Eurocurrency market or affecting the position of that Bank in such market, adequate and fair means do not exist for ascertaining the applicable interest rate by reference to the Eurocurrency Rate with respect to the Eurocurrency Rate Loans or Competitive Bid LIBOR Loans as to which an interest rate determination is then being made; or (ii) by reason of (a) any change (including any changes proposed or published prior to the date hereof) after the date hereof in any applicable law or any governmental rule, regulation or order (or any interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation or order (including any thereof proposed or published, prior to the date hereof)) or (b) other circumstances affecting that Bank or the Eurocurrency market or the position of that Bank in such market (such as, for example, but not limited to, official reserve requirements required by Regulation D to the extent not compensated pursuant to Section 2.14), the Eurocurrency Rate shall not represent the effective pricing to that Bank for deposits in the applicable currency of comparable amounts for the relevant period; then, and in any such event, that Bank shall be an Affected Bank and it shall promptly (and in any event as soon as possible after being notified of a Borrowing) give notice (by telephone confirmed in writing) to the applicable Borrower and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each other Bank) of such determination. Thereafter, such Borrower shall pay to the Affected Bank with respect to such Eurocurrency Rate Loans or Competitive Bid LIBOR Loans, upon written demand therefor, but only if such demand is made within 30 days of the end of the Interest Period for such Interest Rate Determination Date, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Affected Bank in its sole discretion shall reasonably determine) as shall be required to cau...
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Substituted Rate of Borrowing. In the event that on any LIBOR Interest Rate Determination Date with respect to any Loans, Agent shall have determined (which determination shall be presumptively correct and binding upon all parties) that, by reason of any changes arising after the date of this Agreement affecting the London interbank market, adequate and fair means do not exist for ascertaining the LIBOR Rate on a basis consistent with the essential intent of the parties hereto, then, and in each such event, the right of Borrower to select the LIBOR Rate with respect to such Loans shall be suspended until Agent shall notify Borrower that the circumstances causing such suspension no longer exist, and such Loans shall be Prime Rate Loans.
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Substituted Rate of Borrowing. In the event that on any ----------------------------- Eurodollar Interest Rate Determination Date the Lender shall have determined (which determination shall, absent manifest error, be presumptively correct and binding upon all parties) that: (i) by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market or affecting the position of Bank or Lender in such market, adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurodollar Rate then being determined is to be fixed; or (ii) by reason of (1) any change after the date of this Agreement in any applicable law or governmental rule, regulation or order (or any interpretation thereof and including the introduction of any new law or governmental rule, regulation or order) or (2) any other circumstances affecting Bank or Lender or the interbank Eurodollar market or the position of Bank or Lender in such market (such as, for example, but not limited to, official reserve requirements required by Regulation D of the Board of Governors of the Federal Reserve System to the extent not given effect in the Eurodollar Rate), the Eurodollar Rate shall not represent the effective pricing to Lender for Dollar deposits of comparable amounts for the relevant period; then, and in any such event, the right of the Borrower to request application of the Eurodollar Rate to some or all of the Loans shall be suspended until the Lender shall notify the Borrower that the circumstances causing such suspension no longer exist, and such Loans shall be Reference Rate Loans.
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Substituted Rate of Borrowing. (i) In the event that on any Interest Rate Determination Date any Lender (including the Administrative Agent) shall have determined (which determination shall be final and conclusive and binding upon all parties but, with respect to the following clauses (x) and (y)(B), shall be made only after consultation with the Borrower and the Administrative Agent) that:
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Substituted Rate of Borrowing. In the event that on any LIBOR Interest Rate Determination Date with respect to any Loans, Lender shall have determined (which determination shall be presumptively correct and binding upon all parties) that, by reason of any changes arising after the date of this Agreement affecting the London interbank market, adequate and fair means do not exist for ascertaining the LIBOR Rate on a basis consistent with the essential intent of the parties hereto, then, and in each such event, the right of the Funds Administrator to select, on behalf of the Borrowers, the LIBOR Rate with respect to such Loans shall be suspended until Lender shall notify the Funds Administrator that the circumstances causing such suspension no longer exist, and such Loans shall be Prime Rate Loans.
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Substituted Rate of Borrowing. If on any Interest Rate Determination Date any Bank (including the Agent) shall have determined (which determination shall be final and conclusive and binding upon all parties but, with respect to the following clauses (i) and (ii)(B), shall be made only after consultation with the Borrower and the Agent) that: (i) by reason of any changes arising after the date of this Agreement affecting the Eurodollar market or affecting the position of that Bank in such market, adequate and fair means do not exist for ascertaining the applicable interest rate by reference to the Eurodollar Rate with respect to the Eurodollar Rate Loans as to which an interest rate determination is then being made; or (ii) by reason of (A) any change after the date hereof in any applicable law or governmental rule, regulation or order (or any interpretation thereof and including the introduction of any new law or governmental rule, regulation or order) or (B) other circumstances affecting that Bank or the Eurodollar market or the position of that Bank in such market (such as for example, but not limited to, official reserve requirements required by Regulation D of the Board of Governors of the Federal Reserve System to the extent not given effect in the Eurodollar Rate), the Eurodollar Rate shall not represent the effective pricing to that Bank for Dollar deposits of comparable amounts for the relevant period; then, and in any such event, that Bank shall be an Affected Bank and it shall promptly (and in any event as soon as possible after being notified of a borrowing, conversion or continuation) give notice (by telephone promptly confirmed in writing) to the Borrower and the Agent (which
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Substituted Rate of Borrowing. If on any Interest Rate Determination Date any Lender (including the Agent) shall have determined (which determination shall be final and conclusive and binding upon all parties but, with respect to the following clauses (i) and (ii)(B), shall be made only after consultation with the Borrower and the Agent) that: (i) by reason of any changes arising after the date of this Agreement affecting the Eurodollar market or affecting the position of that Lender in such market, adequate and fair means do not exist for ascertaining the applicable interest rate by reference to the
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Substituted Rate of Borrowing. If Lender shall have determined (which determination shall be final and conclusive and binding upon all parties), with respect to any LIBOR Rate Loan and any pending Interest Period that by reason of (a) any change after the date hereof in any applicable law or governmental rule, regulation or order (or any interpretation thereof and including the introduction of any new law or governmental rule, regulation or order) or (b) other circumstances affecting Lender or the LIBOR market or the position of Lender in such market (such as for example, but not limited to, official reserve requirements required by Regulation D to the extent not given effect in the LIBOR rate), the LIBOR Rate shall not represent the effective pricing to Lender for Dollar deposits of comparable amounts for the relevant period, then, and in any such event, Lender shall promptly (and in any event as soon as possible after being notified of a borrowing, conversion or continuation) give notice (by telephone confirmed in writing) to Borrower of such determination. Thereafter, Borrower shall pay to Lender, upon written demand therefor, such additional amounts in the form of an increased rate of, or a different method of calculating, interest or otherwise as Lender in its sole discretion shall determine. A certificate as to additional amounts owed Lender, showing in reasonable detail the basis for the calculation thereof, submitted in good faith to Borrower by Lender shall, absent manifest error, be final and conclusive and binding upon all of the parties hereto.
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Related to Substituted Rate of Borrowing

  • Manner of Borrowing Each Borrowing hereunder shall be made by a single Borrower (it being understood and agreed that any Qualified Borrower’s Obligations shall be guaranteed by the Initial Borrower in accordance with Section 2.9 hereof). The applicable Borrower shall give the Administrative Agent notice at the Agency Services Address of the date of each requested Borrowing hereunder, which notice may be by telephone, if confirmed in writing, facsimile, electronic mail, or other written communication substantially in the form of Exhibit E attached hereto (a “Request for Borrowing”). Each Request for Borrowing: (a) shall be furnished to the Administrative Agent no later than the Specified Time; and (b) must specify: (i) the amount of such Borrowing; (ii) the Interest Option; (iii) in the case of a request for LIBOR Loans, the Interest Period therefor and currency (which shall be, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); and (iv) including a confirmation that such Borrowing will be secured (either directly or indirectly) by a first priority, exclusive security interest and Lien (subject to Permitted Liens), granted to the Secured Parties, in and on 100% of the Unused Commitments of all Investors, which can be satisfied by checking the box next to such confirmation in a Request for Borrowing. If multiple Borrowers are requesting a Borrowing on the same date, then a separate Request for Borrowing shall be submitted by each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing received by the Administrative Agent after the Specified Time shall be deemed to have been given by the applicable Borrower on the next succeeding Business Day. No Request for Borrowing shall be required to be delivered in connection with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereof.

  • Borrowing Upon receipt of Proper Instructions, the Custodian shall deliver securities of a Portfolio to lenders or their agents, or otherwise establish a segregated account as agreed to by the applicable Fund on behalf of such Portfolio and the Custodian, as collateral for borrowings effected by such Portfolio, provided that such borrowed money is payable by the lender (a) to or upon the Custodian's order, as Custodian for such Portfolio, and (b) concurrently with delivery of such securities.

  • Notice of Borrowing (a) Whenever a Borrower desires to borrow Revolving Loans hereunder (excluding Mandatory Borrowings), the Parent and such Borrower shall give the Administrative Agent at its office set forth in Section 11.2 prior written notice (or telephonic notice promptly confirmed in writing) (i) no later than 10:30 A.M. on the date of each ABR Advance and (ii) no later than 11:00 A.M. at least three Business Days prior to the date of each Core Currency Advance, in each case to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 10:30 A.M. on such day in the case of clause (i) above and 11:00 A.M. on such day in the case of clause (ii) above. Each such written notice or written confirmation of telephonic notice (each a “Notice of Borrowing”) shall be irrevocable and shall be given by the Parent and the applicable Borrower in the form of Exhibit C, appropriately completed to specify (A) the name of such applicable Borrower, (B) the date of such borrowing (which shall be a Business Day), (C) the applicable Currency for such Revolving Loans, (D) the aggregate principal amount of the Revolving Loans to be made (stated in the applicable Currency), (E) in the case of Revolving Loans in Dollars, whether the Revolving Loans being made are to be initially maintained as ABR Advances or Core Currency Advances and (F) in the case of Core Currency Advances, the initial Interest Period applicable thereto. The Administrative Agent shall promptly give each Lender notice of such proposed borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever a Borrower desires to borrow Swing Line Loans hereunder, the Parent and such Borrower shall give the Swing Line Lender a Notice of Borrowing (or telephonic notice promptly confirmed by delivery of a Notice of Borrowing) at its office set forth in Section 11.2 no later than (x) 1:00 P.M. on the requested Borrowing Date in respect of a Swing Line Loan in Dollars, (y) 10:30 A.M. at least one Business Day prior to the requested Borrowing Date in respect of an Alternate Core Currency Swing Line Loan in Pounds Sterling and (z) 10:30 A.M. at least two Business Days prior to the requested Borrowing Date in respect of any other Alternate Core Currency Swing Line Loan, provided, that any such notice shall be deemed to have been given on a certain day only if given before 1:00 P.M. on such day in the case of clause (x) above or 10:30 A.M. on such day in the case of clause (y) or (z) above. Each such notice shall be irrevocable and specify in each case (A) the name of such Borrower, (B) the date of such borrowing (which shall be a Business Day) (C) the applicable Currency for such Swing Line Loans, (D) the aggregate principal amount of such Swing Line Loans (stated in the applicable Currency) and (E) the requested amount and the requested Interest Period and maturity date with respect to each Swing Line Negotiated Rate Advance and Swing Line Loan made as an ABR Advance. Upon receipt from the Parent and the applicable Borrower of a Notice of Borrowing which requests one or more Swing Line Negotiated Rate Advances, the Swing Line Lender shall, following discussion with the Parent regarding the proposed Swing Line Negotiated Rate for such Swing Line Negotiated Rate Advance, confirm in writing to the Parent the applicable Swing Line Negotiated Rate by (x) 4:00 P.M. on the requested Borrowing Date in the case of a Swing Line Negotiated Rate Advance in Dollars, (y) 12:00 Noon one Business Day prior to the requested Borrowing Date in the case of a Swing Line Negotiated Rate Advance in Pounds Sterling and (z) 12:00 Noon two Business Days prior to the requested Borrowing Date in the case of a Swing Line Negotiated Rate Advance in a Core Currency (other than Dollars and Pounds Sterling). (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.1(c), with each applicable Borrower irrevocably agreeing, by its borrowing of any Swing Line Loan, to the making of the Mandatory Borrowings as set forth in Section 2.1(c). (c) Whenever a Borrower desires to borrow Individual Currency Loans hereunder, the Parent and such Borrower shall give the Administrative Agent at its office set forth in Section 11.2 a Notice of Borrowing (or telephonic notice promptly confirmed by delivery of a Notice of Borrowing) no later than 11:00 A.M. at least three Business Days’ prior to the requested Borrowing Date in respect of such Individual Currency Loans, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. on such day. Such Notice of Borrowing shall become effective upon receipt by such Lender of such written confirmation from the Administrative Agent. Each such Notice of Borrowing shall be irrevocable and shall specify (A) the name of the applicable Borrower, (B) the date of such borrowing (which shall be a Business Day), (C) the applicable Currency for such Individual Currency Loans, (D) the aggregate principal amount of such Individual Currency Loans (stated in the applicable Currency), and (E) the Interest Period to be applicable thereto. The Administrative Agent shall promptly give each applicable Lender notice of such proposed borrowing at its Applicable Lending Office, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (d) Without in any way limiting the obligation of any Borrower to confirm in writing any telephonic notice of any incurrence of Loans, the Administrative Agent or the Swing Line Lender (in the case of any borrowing of Swing Line Loans), as the case may be, may act without liability upon the basis of telephonic notice of such borrowing, believed by the Administrative Agent or the Swing Line Lender, as the case may be, in good faith to be from such Borrower prior to receipt of written confirmation.

  • Manner of Borrowing Loans and Designating Applicable Interest Rates (a) Notice to the Administrative Agent. RC2 Brands, on behalf of itself or any other Borrower, shall give notice to the Administrative Agent by no later than: (i) 12:00 Noon (Chicago time) at least three Business Days before the date on which RC2 Brands on behalf of the applicable Borrower requests the Lenders to advance a Borrowing of Eurodollar Loans, (ii) at least three Business Days before the date on which RC2 Brands, on behalf of the Borrowers, requests the Lenders to advance a Borrowing of Term Loans which shall be the Fixed Rate Loan, and (iii) 11:00 a.m. (Chicago time) on the date RC2 Brands on behalf of the applicable Borrower requests the Lenders to advance a Borrowing of Base Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowing. Thereafter, RC2 Brands, on behalf of the applicable Borrower, may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to the minimum amount requirement contained in Section 1.5 for each outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is of Eurodollar Loans, on the last day of the Interest Period applicable thereto, RC2 Brands, on behalf of itself or the applicable Borrower, may (subject to the notice requirement set forth herein) continue part or all of such Borrowing as Eurodollar Loans or convert part or all of such Borrowing into Base Rate Loans, (ii) if such Borrowing is of Base Rate Loans, on any Business Day, RC2 Brands, on behalf of itself or the applicable Borrower, may (subject to the notice requirement set forth herein) convert all or part of such Borrowing into Eurodollar Loans for an Interest Period or Interest Periods specified by RC2 Brands, on behalf of itself or the applicable Borrower or (iii) if such Borrowing is of the Fixed Rate Loan, on the Fixed Rate Loan End Date, RC2 Brands, on behalf of itself or the applicable Borrower, may (subject to the notice requirement set forth herein) convert all or part of such Borrowing into Eurodollar Loans for an Interest Period or Interest Periods specified by RC2 Brands, on behalf of itself or the applicable Borrower. RC2 Brands, on behalf of itself or the applicable Borrower, shall give all such notices requesting the advance, continuation or conversion of a Borrowing to the Administrative Agent by telephone or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing), substantially in the form attached hereto as Exhibit B (Notice of Borrowing) or Exhibit C (Notice of Continuation/Conversion), as applicable, or in such other form acceptable to the Administrative Agent. Notices of the continuation of a Borrowing of Eurodollar Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Eurodollar Loans or the Fixed Rate Loan into Base Rate Loans or of Base Rate Loans or the Fixed Rate Loan into Eurodollar Loans must be given by no later than 12:00 Noon (Chicago time) at least three Business Days before the date of the requested continuation or conversion. All such notices concerning the advance, continuation or conversion of a Borrowing shall specify the date of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued or converted, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Eurodollar Loans, the Interest Period applicable thereto. Notwithstanding anything to the contrary contained herein (i) there shall be no Fixed Rate Loans available hereunder other than the $40,000,000 Borrowing of Term Loans advanced on the Closing Date, (ii) the Borrowers shall have no right to convert all of any portion of such Fixed Rate Loan into a Eurodollar Loan or Base Rate Loan prior to the Fixed Rate Loan End Date and (iii) the Floating Rate Payor may, subject to Sections 9.2 and 9.3 hereof, convert all or any portion of the Fixed Rate Loan into a Base Rate Loan after an Event of Default. The Borrowers agree that the Administrative Agent may rely on any such telephonic or telecopy notice given by any person the Administrative Agent in good faith believes is an Authorized Representative of RC2 Brands without the necessity of independent investigation and, in the event any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Administrative Agent has acted in reliance thereon.

  • Amount of Borrowing Tranche Each Borrowing Tranche of Loans under the LIBOR Rate Option shall be in integral multiples of $500,000 and not less than $1,000,000; and