Appears in 14 contracts

Samples: Revolving Credit and Security Agreement (Green Plains Inc.), Revolving Credit and Security Agreement (Green Plains Renewable Energy, Inc.), Revolving Credit and Security Agreement (Green Plains Renewable Energy, Inc.)

Basis for Determining Interest Rate Inadequate or Unfair. In If on or prior to the ~~event that Agent or~~ first day of any ~~Lender shall have determined that~~Interest Period for any Fixed Rate Borrowing: (a) ~~reasonable means do~~ the Administrative Agent is advised by the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not ~~exist~~ being offered to the Euro-Dollar Reference Banks in the relevant market for ~~ascertaining the Eurodollar Rate applicable pursuant to Section 2.2 hereof for any~~ such Interest Period; , or (b) ~~Dollar deposits~~ in the relevant amount and for the relevant maturity are not available in the London interbank Eurodollar market, with respect to an outstanding Eurodollar Rate Loan, a proposed Eurodollar Rate Loan, or a proposed conversion case of a ~~Domestic Rate Loan into a Eurodollar Rate Loan~~Committed Borrowing, ~~then~~ Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give ~~Borrowing~~ notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent ~~prompt written, telephonic or telegraphic notice of~~ notifies the Borrower that the circumstances giving rise to such ~~determination. If such notice is given~~suspension no longer exist, (i) ~~any such requested Eurodollar Rate Loan~~ the obligations of the Banks to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Eurodollar Rate Loan, suspended and (ii) ~~any Domestic Rate~~ each outstanding Euro-Dollar Loan or Eurodollar Rate Loan which was to have been converted to an affected type of Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate Loans shall be converted into a ~~Domestic~~ Base Rate ~~Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to~~ Loan on the last ~~Business Day~~ day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such ~~affected Eurodollar~~ date, (i) if such Fixed Rate ~~Loan~~Borrowing is a Euro-Dollar Borrowing, such Borrowing shall instead be ~~converted into an unaffected type of Eurodollar~~ made as a Base Rate ~~Loan~~Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, on the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last ~~Business Day~~ day of the ~~then current~~ Interest Period applicable thereto at the Base Rate for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate Loanday.

Appears in 6 contracts

Samples: Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/), Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/), Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)

Appears in 6 contracts

Samples: Revolving Credit, Term Loan and Security Agreement (Perma Fix Environmental Services Inc), Revolving Credit and Security Agreement (TCP International Holdings Ltd.), Revolving Credit and Term Loan Agreement (Hudson Technologies Inc /Ny)

Appears in 6 contracts

Samples: Revolving Credit and Security Agreement (Emerge Energy Services LP), Revolving Credit and Security Agreement (Emerge Energy Services LP), Revolving Credit and Security Agreement (Emerge Energy Services LP)

Appears in 5 contracts

Samples: Revolving Credit, Term Loan and Security Agreement (Enservco Corp), Revolving Credit and Security Agreement (Valuevision Media Inc), Revolving Credit and Security Agreement (Aventine Renewable Energy Holdings Inc)

Basis for Determining Interest Rate Inadequate or Unfair. In If on or prior to the ~~event that Agent or~~ first day of any ~~Lender shall have determined that~~Interest Period for any Fixed Rate Borrowing: (a) ~~reasonable means do~~ the Administrative Agent is advised by the Euro-Dollar Reference Banks that the London Interbank Offered Rate is not ~~exist~~ available in the manner set forth in the definition of London Interbank Offered Rate for ~~ascertaining the Eurodollar Rate applicable pursuant to Section 2.2 hereof for any~~ such Interest Period; , or (b) ~~Dollar deposits~~ in the relevant amount and for the relevant maturity are not available in the London interbank Eurodollar market, with respect to an outstanding Eurodollar Rate Loan, a proposed Eurodollar Rate Loan, or a proposed conversion case of a ~~Domestic Rate Loan into a Eurodollar Rate Loan~~Committed Borrowing, ~~then~~ Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate, as determined by the Administrative Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give ~~Borrowing~~ notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent ~~prompt written, telephonic or telegraphic notice of~~ notifies the Borrower that the circumstances giving rise to such ~~determination. If such notice is given~~suspension no longer exist, (i) ~~any such requested Eurodollar Rate Loan~~ the obligations of the Banks to make Euro-Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Eurodollar Rate Loan, suspended and (ii) ~~any Domestic Rate~~ each outstanding Euro-Dollar Loan or Eurodollar Rate Loan which was to have been converted to an affected type of Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate Loans shall be converted into a ~~Domestic~~ Base Rate ~~Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to~~ Loan on the last ~~Business Day~~ day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such ~~affected Eurodollar~~ date, (i) if such Fixed Rate ~~Loan~~Borrowing is a Euro-Dollar Borrowing, such Borrowing shall instead be ~~converted into an unaffected type of Eurodollar~~ made as a Base Rate ~~Loan~~Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, on the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last ~~Business Day~~ day of the ~~then current~~ Interest Period applicable thereto at the Base Rate for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate Loanday.

Appears in 4 contracts

Samples: Revolving Credit, Term Loan and Security Agreement (Geokinetics Inc), Revolving Credit and Security Agreement (Geokinetics Inc), Revolving Credit and Security Agreement (Horizon Offshore Inc)

Basis for Determining Interest Rate Inadequate or Unfair. In If on or prior to the ~~event that Agent or~~ first day of any ~~Lender shall have determined that~~Interest Period for any Eurocurrency Loan in any Agreed Currency: (a) ~~reasonable means do~~ the Agent is advised by Lenders having 50% or more of the aggregate amount of the Commitments that deposits in such Agreed Currency (in the applicable amounts) are not ~~exist~~ being offered to such Lenders in the relevant market for ~~ascertaining the Eurodollar Rate applicable pursuant to Section 2.2 hereof for any~~ such Interest Period; , or (b) ~~Dollar deposits~~ Lenders having 50% or more of the aggregate amount of the Commitments advise the Agent that the Eurocurrency Rate for such Agreed Currency, as determined by the Agent will not adequately and fairly reflect the cost to such Lenders of funding their Eurocurrency Loans in such Agreed Currency for such Interest Period, the relevant amount and for the relevant maturity are not available in the London interbank Eurodollar market, with respect to an outstanding Eurodollar Rate Loan, a proposed Eurodollar Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Eurodollar Rate Loan, then Agent shall forthwith give ~~Borrowing~~ notice thereof to the Borrower and the Lenders, whereupon until the Agent ~~prompt written, telephonic or telegraphic notice of~~ notifies the Borrower that the circumstances giving rise to such ~~determination. If such notice is given~~suspension no longer exist, (i) ~~any~~ the obligations of the Lenders to make Eurocurrency Loans in such ~~requested Eurodollar Rate Loan~~ Agreed Currency or to continue or convert outstanding Loans as or into Eurocurrency Loans in such Agreed Currency shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Eurodollar Rate Loan, suspended and (ii) ~~any Domestic Rate~~ each outstanding Eurocurrency Loan or Eurodollar Rate Loan which was to have been converted to an affected type of Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate Loans in such Agreed Currency shall be converted into a ~~Domestic~~ Base Rate ~~Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to~~ Loan on the last ~~Business Day~~ day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Agent at least two Business Days before the date of any Eurocurrency Advance in the applicable Agreed Currency for which a Borrowing Notice has previously been given that it elects not to borrow on such ~~affected Eurodollar~~ date (x) if such Eurocurrency Advance in such Agreed Currency is a Ratable Advance, such Advance shall instead be made as a Base Rate ~~Loan~~Advance and (y) if such Eurocurrency Advance in such Agreed Currency is a Eurocurrency Bid Rate Advance, the Eurocurrency Bid Rate Loans comprising such Advance shall ~~be converted into an unaffected type of Eurodollar Rate Loan, on~~ bear interest for each day from and including the first day to but excluding the last ~~Business Day~~ day of the ~~then current~~ Interest Period applicable thereto at the Alternate Base Rate for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate Loanday.

Appears in 4 contracts

Samples: Credit Agreement (Emerson Electric Co), Credit Agreement (Emerson Electric Co), Long Term Credit Agreement (Emerson Electric Co)

Appears in 3 contracts

Samples: Term Loan and Security Agreement (ARKO Corp.), Term Loan and Security Agreement (GPM Petroleum LP), Term Loan and Security Agreement (GPM Petroleum LP)

Basis for Determining Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined in the exercise of Permitted Discretion that: (a) reasonable means do not exist for ascertaining the Eurodollar Rate applicable pursuant to Section 2.2 ~~hereof~~ for any Interest Period; or (b) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank Eurodollar market, with respect to an outstanding Eurodollar Rate Loan, a proposed Eurodollar Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Eurodollar Rate Loan, then Agent shall give Borrowing Agent prompt ~~written,~~ written or telephonic ~~or telegraphic notice~~ of such determination. If such notice is given, (i) any such requested Eurodollar Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than ~~10:00 a.m. (New York City time)~~ 12:00 Noon two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Eurodollar Rate Loan, (ii) any Domestic Rate Loan or Eurodollar Rate Loan which was to have been converted to an affected type of Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than ~~10:00 a.m. (New York City time)~~ 12:00 Noon two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than ~~10:00 a.m. (New York City time)~~ 12:00 Noon two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Eurodollar Rate Loan, shall be converted into an unaffected type of Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate Loan.

Appears in 3 contracts

Samples: Revolving Credit, Term Loan, Guaranty, and Security Agreement (Rocky Brands, Inc.), Revolving Credit, Guaranty, and Security Agreement (Rocky Brands, Inc.), Revolving Credit, Guaranty, and Security Agreement (Rocky Brands, Inc.)

Basis for Determining Interest Rate Inadequate or Unfair. In If on or prior to the ~~event that Agent~~ first day of any Interest Period for any Eurocurrency Borrowing (the Currency of such Borrowing herein called the “Affected Currency”) or the first day of any ~~Lender shall have determined that~~Interest Period for any Index Euro-Dollar Borrowing: (a) the Applicable Agent or the Multicurrency Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the ~~Eurodollar~~ Adjusted London InterBank Offered Rate ~~applicable pursuant to Section 2.2 hereof~~ for ~~any~~ the Affected Currency for such Interest Period, CDOR Rate for Canadian Dollars (if such Affected Currency is Canadian Dollars) for such Interest Period, or the Adjusted Index Euro-Dollar Rate for Dollars for such Interest Period; or (b) ~~Dollar deposits in~~ the ~~relevant amount and~~ Applicable Agent is advised by the Required Multicurrency Lenders that the Adjusted London InterBank Offered Rate for the ~~relevant maturity are~~ Affected Currency for such Interest Period, the Required Multicurrency Lenders that the CDOR Rate for Canadian Dollars (if such Affected Currency is Canadian Dollars) for such Interest Period or the Required Lenders that the Adjusted Index Euro-Dollar Rate for Dollars for such Interest Period will not ~~available~~ adequately and fairly reflect the cost to such Lenders of making or maintaining their respective Advances included in such Borrowing for such Interest Period, the London interbank Eurodollar market, with respect to an outstanding Eurodollar Rate Loan, a proposed Eurodollar Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Eurodollar Rate Loan, then Applicable Agent shall forthwith give ~~Borrowing~~ written notice thereof to the Borrower and the affected Lenders, whereupon until the Applicable Agent ~~prompt written, telephonic or telegraphic notice of~~ notifies the Borrower that the circumstances giving rise to such ~~determination. If such notice is given~~suspension no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or the continuation of any Borrowing as, a Eurocurrency Borrowing and denominated in the Affected Currency shall be ineffective and, such ~~requested Eurodollar~~ Borrowing (unless prepaid) shall be continued as, or converted to, a Base Rate ~~Loan~~ Borrowing and, if the Affected Currency is a Foreign Currency, such Borrowing shall be converted to Dollars based on the Dollar Equivalent at such time, (ii) if any Borrowing Request requests an Index Euro-Dollar Borrowing, such Borrowing shall be made as a ~~Domestic~~ Base Rate ~~Loan, unless~~ Borrowing Agent shall notify Agent no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Eurodollar Rate Loan, (ii) any Domestic Rate Loan or Eurodollar Rate Loan which was to have been converted to an affected type of Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Eurodollar Rate Loan, and (iii) if the Affected Currency is a Foreign Currency, any ~~outstanding affected Eurodollar Rate Loans~~ Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Eurodollar Rate Loan, shall be converted into an unaffected type of Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate Loanineffective.

Appears in 3 contracts

Samples: Credit Agreement (Triangle Capital CORP), Credit Agreement (Triangle Capital CORP), Credit Agreement (Triangle Capital CORP)

Appears in 3 contracts

Samples: Loan and Security Agreement (Bucyrus International Inc), Loan and Security Agreement (Bucyrus International Inc), Loan and Security Agreement (Bucyrus International Inc)

Basis for Determining Interest Rate Inadequate or Unfair. In If on or prior to the ~~event that Agent~~ first day of any Interest Period for any Eurodollar Loan or ~~any Lender shall have determined that~~Competitive Bid LIBOR Loan: (ai) the Administrative Agent determines (which determination shall be conclusive) that by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the applicable Eurodollar Rate ~~applicable pursuant to Section 2.2 hereof~~ for ~~any~~ such Interest Period; or (bii) ~~Dollar deposits~~ in the ~~relevant~~ case of Eurodollar Loans, Lenders having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Applicable Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Eurodollar Loans for such Interest Period; the relevant maturity are not available in the London interbank Eurodollar market, with respect to an outstanding Eurodollar Rate Loan, a proposed Eurodollar Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Eurodollar Rate Loan, then Administrative Agent shall forthwith give ~~Borrowing~~ notice thereof to the Borrower and the Lenders, whereupon until the Administrative Agent ~~prompt written, telephonic or telegraphic notice of~~ notifies the Borrower that the circumstances giving rise to such ~~determination. If such notice is given~~suspension no longer exist, (i) ~~any such requested~~ the obligations of the Lenders to make Eurodollar ~~Rate Loan~~ Loans, or to continue or convert outstanding Loans as or into Eurodollar Loans, shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Eurodollar Rate Loan, suspended and (ii) ~~any Domestic Rate~~ each outstanding Eurodollar Loan or Eurodollar Rate Loan which was to have been converted to an affected type of Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate Loans shall be converted into a ~~Domestic~~ Base Rate ~~Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to~~ Loan on the last ~~Business Day~~ day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Syndicated Loan, such Borrowing shall instead be made as a Base Rate Borrowing in the same aggregate principal amount as the requested Borrowing and (ii) if such affected ~~Eurodollar Rate Loan~~Borrowing is a Competitive Bid LIBOR Borrowing, the Competitive Bid LIBOR Loans comprising such Borrowing shall be ~~converted into an unaffected type of Eurodollar Rate Loan, on~~ made in the same aggregate principal amount as the requested Borrowing and shall bear interest for each day from and including the first day to but excluding the last ~~Business Day~~ day of the ~~then current~~ Interest Period applicable thereto at the rate applicable to Revolving Base Rate Loans for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate Loanday.

Appears in 3 contracts

Samples: Revolving Credit Agreement (Worthington Industries Inc), 364 Day Revolving Credit Agreement (Worthington Industries Inc), Revolving Credit Agreement (Worthington Industries Inc)

Appears in 3 contracts

Samples: Revolving Credit and Security Agreement (Englobal Corp), Revolving Credit and Security Agreement (Flotek Industries Inc/Cn/), Revolving Credit and Security Agreement (UniTek Global Services, Inc.)

Appears in 3 contracts

Samples: Revolving Credit and Security Agreement (Research Pharmaceutical Services, Inc.), Revolving Credit and Security Agreement (Research Pharmaceutical Services, Inc.), Revolving Credit and Security Agreement (Research Pharmaceutical Services, Inc.)

Appears in 3 contracts

Samples: Revolving Credit and Security Agreement (TCP International Holdings Ltd.), Revolving Credit and Security Agreement (Dreams Inc), Revolving Credit and Security Agreement (Intcomex, Inc.)

Appears in 2 contracts

Samples: Revolving Credit, Term Loan and Security Agreement (Twist Beauty S.a r.l. & Partners S.C.A.), Revolving Credit, Term Loan and Security Agreement (Twist Beauty S.a r.l. & Partners S.C.A.)

Basis for Determining Interest Rate Inadequate or Unfair. In the event that the Agent or any Lender shall have determined that: (a) reasonable means do not exist for ascertaining the ~~Eurodollar~~ Libor Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or (b) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank ~~Eurodollar~~ Libor market, with respect to an outstanding ~~Eurodollar~~ Libor Rate Loan, a proposed ~~Eurodollar~~ Libor Rate Loan, or a proposed conversion of a Domestic Rate Loan into a ~~Eurodollar~~ Libor Rate Loan, then the Agent shall give the Borrowing Agent prompt written, telephonic or telegraphic notice of such determination. If such notice is given, (i) any such requested ~~Eurodollar~~ Libor Rate Loan shall be made as a Domestic Rate Loan, unless the Borrowing Agent shall notify the Agent no later than 10:00 a.m. (~~New York City~~ Cleveland, Ohio time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of ~~Eurodollar~~ Libor Rate Loan, (ii) any Domestic Rate Loan or ~~Eurodollar~~ Libor Rate Loan which was to have been converted to an affected type of ~~Eurodollar~~ Libor Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if the Borrowing Agent shall notify the Agent, no later than 10:00 a.m. (~~New York City~~ Cleveland, Ohio time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of ~~Eurodollar~~ Libor Rate Loan, and (iii) any outstanding affected ~~Eurodollar~~ Libor Rate Loans shall be converted into a Domestic Rate Loan, or, if the Borrowing Agent shall notify the Agent, no later than 10:00 a.m. (~~New York City~~ Cleveland, Ohio time) two (2) Business Days prior to the last Business Day of ~~the~~ then current Interest Period applicable to such affected ~~Eurodollar~~ Libor Rate Loan, shall be converted into an unaffected type of ~~Eurodollar~~ Libor Rate Loan, on the last Business Day of ~~the~~ then current Interest Period for such affected ~~Eurodollar~~ Libor Rate Loans. Until such notice has been withdrawn, the Lenders shall have no obligation to make an affected type of ~~Eurodollar~~ Libor Rate Loan or maintain outstanding affected ~~Eurodollar~~ Libor Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of ~~Eurodollar~~ Libor Rate Loan into an affected type of ~~Eurodollar~~ Libor Rate Loan.

Appears in 2 contracts

Samples: Revolving Credit and Security Agreement (Lesco Inc/Oh), Revolving Credit and Security Agreement (Radnor Holdings Corp)

Basis for Determining Interest Rate Inadequate or Unfair. In the -------------------------------------------------------- event that Agent or any Lender shall have determined that: (a) reasonable means do not exist for ascertaining the Eurodollar Rate ~~applicable pursuant to Section 2.2 hereof~~ for any Interest Period; or (b) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank Eurodollar market, with respect to an outstanding Eurodollar Rate Loan, a proposed Eurodollar Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Eurodollar Rate Loan~~, then~~ ; Agent shall give Borrowing Agent prompt written, telephonic or telegraphic notice of such determination. If such notice is given, (i) any such requested Eurodollar Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Eurodollar Rate Loan, (ii) any Domestic Rate Loan or Eurodollar Rate Loan which was to have been converted to an affected type of Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Eurodollar Rate Loan, shall be converted into an unaffected type of Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, the Lenders shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate Loan.

Appears in 2 contracts

Samples: Revolving Credit and Security Agreement (Styrochem International Inc), Revolving Credit and Security Agreement (Styrochem International LTD)

Basis for Determining Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (ai) reasonable means do not exist for ascertaining the ~~Eurodollar~~ LIBOR Rate applicable pursuant to Section 2.2 hereof for any Interest Period~~; or~~; (bii) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank ~~Eurodollar~~ LIBOR market, with respect to an outstanding ~~Eurodollar~~ LIBOR Rate Loan, a proposed ~~Eurodollar~~ LIBOR Rate Loan, or a proposed conversion of a ~~Domestic~~ Base Rate Loan into a ~~Eurodollar~~ LIBOR Rate Loan; (iii) the making, maintenance or funding of any LIBOR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Authority or with any request or directive of any such Governmental Authority (whether or not having the force of law); or (iv) the LIBOR Rate will not adequately and fairly reflect the cost to Agent or such Lender of the establishment or maintenance of any LIBOR Rate Loan, then Agent shall give ~~Borrowing Agent~~ Borrower prompt ~~written,~~ written or telephonic ~~or telegraphic~~ notice of such determination. If such notice is given, (i) any such requested ~~Eurodollar~~ LIBOR Rate Loan shall be made as a ~~Domestic~~ Base Rate Loan, unless ~~Borrowing Agent~~ Borrower shall notify Agent no later than ~~10:00 a.m. (New York City time)~~ 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan, (ii) any ~~Domestic~~ Base Rate Loan or ~~Eurodollar~~ LIBOR Rate Loan which was to have been converted to an affected type of ~~Eurodollar~~ LIBOR Rate Loan shall be continued as or converted into a ~~Domestic~~ Base Rate Loan, or, if ~~Borrowing Agent~~ Borrower shall notify Agent, no later than ~~10:00 a.m. (New York City time)~~ 1:00 p.m. two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan, and (iii) any outstanding affected ~~Eurodollar~~ LIBOR Rate Loans shall be converted into a ~~Domestic~~ Base Rate Loan, or, if ~~Borrowing Agent~~ Borrower shall notify Agent, no later than ~~10:00 a.m. (New York City time)~~ 1:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected ~~Eurodollar~~ LIBOR Rate Loan, shall be converted into an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan, on the last Business Day of the then current Interest Period for such affected ~~Eurodollar~~ LIBOR Rate ~~Loans~~Loans (or sooner, if Agent or such Lender cannot continue to lawfully maintain such affected LIBOR Rate Loan). Until such notice has been withdrawn, neither Agent nor Lenders shall have no any obligation to make an affected type of ~~Eurodollar~~ LIBOR Rate Loan or maintain outstanding affected ~~Eurodollar~~ LIBOR Rate Loans and no Borrower shall have the right to convert a ~~Domestic~~ Base Rate Loan or an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan into an affected type of ~~Eurodollar~~ LIBOR Rate Loan.

Appears in 2 contracts

Samples: Credit Agreement (LiveVox Holdings, Inc.), Credit Agreement (LiveVox Holdings, Inc.)

Basis for Determining Interest Rate Inadequate or Unfair. In the event that the Administrative Agent or any Lender shall have determined that: (a) reasonable means do not exist for ascertaining the ~~Eurodollar~~ LIBO Rate ~~applicable pursuant to Section 2.2 hereof~~ for any Interest Period; or (b) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank Eurodollar market, with respect to an outstanding Eurodollar ~~Rate~~ Loan, a proposed Eurodollar ~~Rate Loan~~Borrowing, or a proposed conversion of ~~a Domestic Rate~~ an ABR Loan into a Eurodollar ~~Rate~~ Loan, ; then the Administrative Agent shall give the Borrowing Agent prompt written, telephonic or telegraphic notice of such determination. If such notice is given, (i) any such requested Eurodollar ~~Rate~~ Loan shall be made as ~~a Domestic Rate Loan~~an ABR Borrowing, unless the Borrowing Agent shall notify the Administrative Agent no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the date of such proposed ~~borrowing~~Borrowing, that its request for such ~~borrowing~~ Borrowing shall be ~~cancelled or made as an unaffected type of Eurodollar Rate Loan~~canceled, (ii) any ~~Domestic Rate~~ ABR Loan or Eurodollar ~~Rate~~ Loan which was to have been converted to an affected type of Eurodollar ~~Rate~~ Loan shall be continued as or converted into ~~a Domestic Rate~~ an ABR Loan, or, if the Borrowing Agent shall notify the Administrative Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Eurodollar ~~Rate Loan,~~ Loan and (iii) any outstanding affected Eurodollar ~~Rate~~ Loans shall be converted into ~~a Domestic Rate~~ an ABR Loan, or, if ~~Borrowing Agent~~ Borrower shall notify the Administrative Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Eurodollar ~~Rate~~ Loan, shall be converted into an unaffected type of Eurodollar ~~Rate Loan,~~ Loan on the last Business Day of the then current Interest Period for such affected Eurodollar ~~Rate~~ Loans. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Eurodollar ~~Rate~~ Loan or maintain outstanding affected Eurodollar ~~Rate~~ Loans and ~~no Borrower~~ the Borrowers shall not have the right to convert ~~a Domestic Rate~~ an ABR Loan or an unaffected type of Eurodollar ~~Rate~~ Loan into an affected type of Eurodollar ~~Rate~~ Loan.

Appears in 2 contracts

Samples: Credit Agreement (Activision Inc /Ny), Credit Agreement (Activision Inc /Ny)

Appears in 2 contracts

Samples: Term Loan and Security Agreement (Boot Barn Holdings, Inc.), Term Loan and Security Agreement (Boot Barn Holdings, Inc.)

Appears in 2 contracts

Samples: Revolving Credit and Security Agreement (Horsehead Holding Corp), Revolving Credit and Security Agreement (Horsehead Holding Corp)

Appears in 2 contracts

Samples: Revolving Credit and Security Agreement (Berliner Communications Inc), Revolving Credit, Term Loan, Equipment Line of Credit and Security Agreement (Ashlin Development Corp)

Basis for Determining Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (a~~) reasonable means do not exist for ascertaining the Eurodollar Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or (b~~) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank Eurodollar market, with respect to an outstanding ~~Eurodollar~~ LIBOR Rate Loan, a proposed ~~Eurodollar~~ LIBOR Rate Loan, or a proposed conversion of a Domestic Rate ~~Loan into a Eurodollar~~ Loan; (b) reasonable means do not exist for ascertaining the LIBOR Rate ~~Loan,~~ for any Interest Period; then Agent shall give Borrowing Agent prompt written, telephonic or telegraphic notice of such determination. If such notice is given, (i) any such requested ~~Eurodollar~~ LIBOR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan, (ii) any Domestic Rate Loan or ~~Eurodollar~~ LIBOR Rate Loan which was to have been converted to an affected type of ~~Eurodollar~~ LIBOR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan, and (iii) any outstanding affected ~~Eurodollar~~ LIBOR Rate Loans shall be converted into a Domestic Rate Loan, or, if the Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected ~~Eurodollar~~ LIBOR Rate Loan, shall be converted into an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan, on the last Business Day of the then current Interest Period for such affected ~~Eurodollar~~ LIBOR Rate Loans. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of ~~Eurodollar~~ LIBOR Rate Loan or maintain outstanding affected ~~Eurodollar~~ LIBOR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan into an affected type of ~~Eurodollar~~ LIBOR Rate Loan.

Appears in 2 contracts

Samples: Revolving Credit and Security Agreement (E Com Ventures Inc), Revolving Credit and Security Agreement (E Com Ventures Inc)

Basis for Determining Interest Rate Inadequate or Unfair. In the event that ~~Agent or any Lender~~ HSBC shall have determined that: (ai) reasonable means do not exist for ascertaining the ~~Eurodollar~~ Adjusted LIBO Rate applicable pursuant to Section ~~2.2 hereof~~ 3.5 for any Interest Period; or (bii) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank ~~Eurodollar~~ LIBOR Rate market, with respect to an outstanding ~~Eurodollar~~ LIBOR Rate ~~Loan~~Advance, a proposed ~~Eurodollar~~ LIBOR Rate ~~Loan~~Advance, or a proposed conversion of a ~~Domestic~~ Base Rate ~~Loan~~ Advance into a ~~Eurodollar~~ LIBOR Rate ~~Loan~~Advance, then ~~Agent~~ HSBC shall give ~~Borrowing Agent~~ Borrower prompt written, telephonic or telegraphic notice of such determination. If such notice is given, (i) any such requested ~~Eurodollar~~ LIBOR Rate ~~Loan~~ Advance shall be made as a ~~Domestic~~ Base Rate ~~Loan~~Advance, unless ~~Borrowing Agent~~ Borrower shall notify ~~Agent~~ HSBC no later than 10:00 ~~a.m.~~ AM (New York ~~City~~ time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of ~~Eurodollar~~ LIBOR Rate ~~Loan~~Advance, (ii) any ~~Domestic~~ Base Rate ~~Loan~~ Advance or ~~Eurodollar~~ LIBOR Rate ~~Loan~~ Advance which was to have been converted to an affected type of ~~Eurodollar~~ LIBOR Rate ~~Loan~~ Advance shall be continued as or converted into a ~~Domestic~~ Base Rate ~~Loan~~Advance, or, if ~~Borrowing Agent~~ Borrower shall notify ~~Agent~~HSBC, no later than 10:00 ~~a.m.~~ AM (New York ~~City~~ time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of ~~Eurodollar~~ LIBOR Rate ~~Loan~~Advance, and (iii) any outstanding affected ~~Eurodollar~~ LIBOR Rate ~~Loans~~ Advances shall be converted into a ~~Domestic~~ Base Rate ~~Loan~~Advance, or, if ~~Borrowing Agent~~ Borrower shall notify ~~Agent~~HSBC, no later than 10:00 ~~a.m.~~ AM (New York ~~City~~ time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected ~~Eurodollar~~ LIBOR Rate ~~Loan~~Advance, shall be converted into an unaffected type of ~~Eurodollar~~ LIBOR Rate ~~Loan~~Advance, on the last Business Day of the then current Interest Period for such affected ~~Eurodollar~~ LIBOR Rate ~~Loans~~Advance. Until such notice has been withdrawn, ~~Lenders~~ HSBC shall have no obligation to make an affected type of ~~Eurodollar~~ LIBOR Rate ~~Loan~~ Advance or maintain outstanding affected ~~Eurodollar~~ LIBOR Rate ~~Loans~~ Advances and no Borrower shall have ~~the~~ no right to convert a ~~Domestic~~ Base Rate ~~Loan~~ Advance or an unaffected type of ~~Eurodollar~~ LIBOR Rate ~~Loan~~ Advance into an affected type of ~~Eurodollar~~ LIBOR Rate ~~Loan~~Advance.

Appears in 2 contracts

Samples: Loan and Security Agreement (Acme United Corp), Loan and Security Agreement (Acme United Corp)

Basis for Determining Interest Rate Inadequate or Unfair. In the event ~~that Agent or any Lender shall have determined~~ that: (a) Agent shall have determined that reasonable means do not exist for ascertaining the ~~Eurodollar~~ LIBOR Rate applicable pursuant to Section ~~2.2~~ 3.2 hereof for any Interest Period; or (b) Agent shall have determined that Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank ~~Eurodollar~~ LIBOR market, with respect to an outstanding ~~Eurodollar~~ LIBOR Rate Loan, a proposed ~~Eurodollar~~ LIBOR Rate Loan, or a proposed conversion of a ~~Domestic~~ Prime Rate Loan into a ~~Eurodollar~~ LIBOR Rate Loan; or (c) Agent shall have determined that (or any Lender shall have notified Agent that) the making, maintenance or funding of any LIBOR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Authority or with any request or directive of any such Governmental Authority (whether or not having the force of law); or (d) The Required Lenders shall have notified Agent that the LIBOR Rate will not adequately and fairly reflect the cost to the Lenders of the establishment or maintenance of any LIBOR Rate Loan, then Agent shall give ~~Borrowing Agent~~ Borrower prompt ~~written, telephonic or telegraphic~~ written notice of such notice or determination. If such notice is given, (i) any such requested ~~Eurodollar~~ LIBOR Rate Loan shall be made as a ~~Domestic~~ Prime Rate Loan, unless ~~Borrowing Agent~~ Borrower shall notify Agent in writing (including by electronic transmission) no later than 10:00 a.m. (~~New York City~~ Chicago time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan, (ii) any ~~Domestic~~ Prime Rate Loan or ~~Eurodollar~~ LIBOR Rate Loan which was to have been converted to an affected type of ~~Eurodollar~~ LIBOR Rate Loan shall be continued as or converted into a ~~Domestic~~ Prime Rate Loan, or, if ~~Borrowing Agent~~ Borrower shall notify Agent, no later than 10:00 a.m. (~~New York City~~ Chicago time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan, and (iii) any outstanding affected ~~Eurodollar~~ LIBOR Rate Loans shall be converted into a ~~Domestic~~ Prime Rate Loan, or, if ~~Borrowing Agent~~ Borrower shall notify Agent, no later than 10:00 a.m. (~~New York City~~ Chicago time) two (2) Business Days prior to the last Business Day of ~~the~~ then current Interest Period applicable to such affected ~~Eurodollar~~ LIBOR Rate Loan, shall be converted into an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan, on the last Business Day of ~~the~~ then current Interest Period for such affected ~~Eurodollar~~ LIBOR Rate ~~Loans~~Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected LIBOR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of ~~Eurodollar~~ LIBOR Rate Loan or maintain outstanding affected ~~Eurodollar~~ LIBOR Rate Loans and no Borrower shall not have the right to convert a ~~Domestic~~ Prime Rate Loan or an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan into an affected type of ~~Eurodollar~~ LIBOR Rate Loan.

Appears in 2 contracts

Samples: Loan Agreement (School Specialty Inc), Loan Agreement (School Specialty Inc)

Basis for Determining Interest Rate Inadequate or Unfair. In the event that any Agent or any Lender shall have determined that: (a) reasonable means do not exist for ascertaining the ~~Eurodollar~~ LIBOR Rate ~~applicable pursuant to Section 2.2 hereof~~ for any Interest Period; or (b) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank ~~Eurodollar~~ LIBOR market, with respect to an outstanding ~~Eurodollar~~ LIBOR Rate Loan, a proposed ~~Eurodollar~~ LIBOR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a ~~Eurodollar~~ LIBOR Rate Loan; or (c) the making, maintenance or funding of any LIBOR Rate Loan has been made impracticable or unlawful by compliance by such Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or (d) the LIBOR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any LIBOR Rate Loan, then Administrative Agent shall give Borrowing Agent prompt ~~written,~~ written or telephonic ~~or telegraphic~~ notice of such determination. If such notice is given, (i) any such requested ~~Eurodollar~~ LIBOR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify ~~Agent~~ Agents no later than 10:00 a.m. ~~(New York City time)~~ two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan, (ii) any Domestic Rate Loan or ~~Eurodollar~~ LIBOR Rate Loan which was to have been converted to an affected type of ~~Eurodollar~~ LIBOR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify ~~Agent~~Agents, no later than 10:00 a.m. ~~(New York City time)~~ two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan, and (iii) any outstanding affected ~~Eurodollar~~ LIBOR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify ~~Agent~~Agents, no later than 10:00 a.m. ~~(New York City time)~~ two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected ~~Eurodollar~~ LIBOR Rate Loan, shall be converted into an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan, on the last Business Day of the then current Interest Period for such affected ~~Eurodollar~~ LIBOR Rate ~~Loans~~Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected LIBOR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of ~~Eurodollar~~ LIBOR Rate Loan or maintain outstanding affected ~~Eurodollar~~ LIBOR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan into an affected type of ~~Eurodollar~~ LIBOR Rate Loan.

Appears in 2 contracts

Samples: Revolving Credit, Term Loan and Security Agreement (A.S.V., LLC), Revolving Credit, Term Loan and Security Agreement (Manitex International, Inc.)

Basis for Determining Interest Rate Inadequate or Unfair. In (a) If with respect to the ~~event that Agent or~~ Loan Period for any ~~Lender shall have determined that~~LIBOR Rate Loan: (ai) the Screen Rate is not available and the substitute or successor pages or screens are also unavailable for such Loan Period, or the Agent otherwise determines (which determination shall be binding and conclusive on all parties) that, by reason of circumstances affecting the Base LIBOR market, adequate and reasonable means do not exist for ascertaining the ~~Eurodollar Rate~~ applicable ~~pursuant to Section 2.2 hereof for any Interest Period~~LIBOR Rate; or (bii) ~~Dollar deposits in~~ the ~~relevant amount~~ Required Lenders advise the Agent that the LIBOR Rate as determined by the Agent will not adequately and fairly reflect the cost to such Required Lenders of maintaining or funding LIBOR Rate Loans for ~~the relevant maturity are not available in the London interbank Eurodollar market, with respect to an outstanding Eurodollar Rate Loan, a proposed Eurodollar Rate Loan~~such Loan Period, or that the making or funding of LIBOR Rate Loans has become impracticable as a ~~proposed conversion~~ result of ~~a Domestic~~ an event occurring after the date of this Agreement which in such Required Lenders’ opinion materially affects LIBOR Rate Loans, then (A) the Agent shall promptly notify the other parties thereof and (B) so long as such circumstances shall continue, no Lender shall be under any obligation to make or Continue any LIBOR Rate Loan or Convert any Base Rate Loan into a ~~Eurodollar~~ LIBOR Rate Loan. (b) If at any time the Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) of this Section have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) of this Section have not arisen but either (A) the supervisor for the administrator of the Screen Rate has made a public statement that the administrator of the Screen Rate is insolvent (and there is no successor administrator that will continue publication of the Screen Rate), (B) the administrator of the Screen Rate has made a public statement identifying a specific date after which the Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the Screen Rate), (C) the supervisor of the administrator of the Screen Rate has made a public statement identifying a specific date after which the Screen Rate will permanently or indefinitely cease to be published or (D) the supervisor of the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which the Screen Rate may no longer be used for determining interest rates for loans, then the Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the applicable rate margins set forth on Schedule II unless agreed to by all Lenders in accordance with Section 12.1), a copy of which amendment shall be promptly provided by the Agent to the Lenders; provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 12.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Agent shall not have received, within five Business Days of the date a copy of such amendment is provided to the Lenders by the Agent, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this clause (b), only to the extent the Screen Rate for such Loan Period is not available or published at such time on a current basis or is no longer used for determining interest rates for loans), (w) no Lender shall be under any obligation to make or Continue any LIBOR Rate Loan or Convert any Base Rate Loan into a LIBOR Rate Loan, ~~then Agent shall give Borrowing Agent prompt written~~(x) if any Committed Loan Request requests a LIBOR Rate Loan, ~~telephonic or telegraphic notice of~~ such ~~determination. If such notice is given, (i) any such requested Eurodollar Rate~~ Committed Loan shall be made as a ~~Domestic~~ Base Rate ~~Loan, unless Borrowing Agent~~ Loan and (y) if the Borrower shall ~~notify Agent no later than 10:00 a.m. (New York City time) two (2) Business Days prior to~~ request the ~~date~~ Conversion of ~~such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Eurodollar~~ a Base Rate ~~Loan, (ii) any Domestic~~ Loan into a LIBOR Rate Loan or ~~Eurodollar~~ the Continuation of a LIBOR Rate Loan ~~which was to have been converted to an affected type of Eurodollar~~ for a new Loan Period, such Conversion request shall be ineffective and the LIBOR Rate Loan subject to such Continuation request shall be ~~continued as or converted~~ Converted into a ~~Domestic~~ Base Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Eurodollar Rate Loan, Loan and (~~iii~~z) ~~any outstanding affected Eurodollar Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m.~~ the rate of interest set forth in clause (~~New York City time~~c) ~~two (2) Business Days prior to the last Business Day~~ of the ~~then current Interest Period applicable to such affected Eurodollar Rate Loan, shall~~ definition of “Base Rate” contained in Section 1.2 will no longer be ~~converted into an unaffected type of Eurodollar Rate Loan, on~~ utilized in determining the last Business Day of the then current Interest Period for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate LoanBase Rate.

Appears in 2 contracts

Samples: Revolving Credit Agreement (AerCap Holdings N.V.), Revolving Credit Agreement (AerCap Holdings N.V.)

Appears in 2 contracts

Samples: Revolving Credit, Term Loan, and Security Agreement (Vital Farms, Inc.), Revolving Credit, Term Loan, and Security Agreement (Vital Farms, Inc.)

Basis for Determining Interest Rate Inadequate or Unfair. In the event --------------------------------------------------------- that Agent or any Lender shall have determined that: (a) reasonable means do not exist for ascertaining the Eurodollar ~~Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or~~Rate; (b) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank Eurodollar market, with respect to an outstanding Eurodollar Rate Loan, a proposed Eurodollar Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Eurodollar Rate Loan, ; then Agent shall give ~~Borrowing Agent~~ Borrower prompt written, telephonic or telegraphic notice of such determination. If such notice is given, (i) any such requested Eurodollar Rate Loan shall be made as a Domestic Rate Loan, unless ~~Borrowing Agent~~ Borrower shall notify Agent no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be ~~cancelled~~ canceled or made as an unaffected type of Eurodollar Rate Loan, and (ii) any Domestic Rate Loan or Eurodollar Rate Loan which was to have been converted to an affected type of Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Eurodollar Rate Loan, shall be converted into an unaffected type of Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, Lenders shall have no obligation to make ~~an affected type of~~ a Eurodollar Rate Loan or maintain outstanding ~~affected~~ Eurodollar Rate Loans and no Borrower shall not have the right to convert a Domestic Rate Loan ~~or an unaffected type of Eurodollar Rate Loan~~ into ~~an affected type of~~ a Eurodollar Rate Loan.

Appears in 2 contracts

Samples: Revolving Credit and Security Agreement (Delta Woodside Industries Inc /Sc/), Revolving Credit and Security Agreement (Delta Mills Inc)

Appears in 2 contracts

Samples: Revolving Credit and Security Agreement (Boot Barn Holdings, Inc.), Revolving Credit and Security Agreement (Boot Barn Holdings, Inc.)

Appears in 2 contracts

Samples: Revolving Credit and Security Agreement (Akrion, Inc.), Revolving Credit and Security Agreement (Akrion, Inc.)

Basis for Determining Interest Rate Inadequate or Unfair. ~~In the event that Agent or any Lender shall have determined that:~~ (a) Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for ascertaining ~~the Eurodollar Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or (b) Dollar deposits in the relevant amount and~~ Adjusted Term SOFR for the ~~relevant maturity are not available in the London interbank Eurodollar market,~~ applicable Interest Period with respect to ~~an outstanding Eurodollar Rate Loan,~~ a proposed ~~Eurodollar Rate Loan,~~ SOFR Loan on or a proposed conversion of a Domestic Rate Loan into a Eurodollar Rate Loan, then Agent shall give Borrowing Agent prompt written, telephonic or telegraphic notice of such determination. If such notice is given, (i) any such requested Eurodollar Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the ~~date~~ first day of such ~~proposed borrowing, that its request for such borrowing shall be cancelled~~ Interest Period or ~~made as an unaffected type of Eurodollar Rate Loan,~~ (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest Period, then in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any ~~Domestic~~ obligation of the Lenders to make SOFR Loans, and any right of the Borrower to convert any Loan to or continue any Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or the affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for borrowing of or conversion to Base Rate ~~Loan or Eurodollar Rate Loan which was~~ Loans in the amount specified therein and (B) any outstanding affected SOFR Loans will be deemed to have been converted ~~to an affected type~~ into Base Rate Loans at the end of ~~Eurodollar Rate Loan shall be continued as~~ the applicable Interest Period. Upon any such prepayment or ~~converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the proposed~~ conversion, the Borrower shall be maintained as an unaffected type of Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Eurodollar Rate Loan, shall be converted into an unaffected type of Eurodollar Rate Loan, also pay accrued interest on the ~~last Business Day of the then current Interest Period for such affected Eurodollar Rate Loans. Until such notice has been withdrawn~~amount so prepaid or converted, ~~Lenders shall have no obligation~~ together with any additional amounts required pursuant to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate LoanSection 2.13.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Duke Energy Florida, Llc.), Term Loan Credit Agreement (Duke Energy CORP)

Appears in 2 contracts

Samples: Revolving Credit and Security Agreement (Hutchinson Technology Inc), Revolving Credit and Security Agreement (Merisel Inc /De/)

Basis for Determining Interest Rate Inadequate or Unfair. ~~In the event that Agent or any Lender shall have determined that:~~ (a) If (i) the Administrative Agent reasonably determines (which determination shall be binding and conclusive on the Company) that by reason of circumstances affecting the interbank LIBOR market adequate and reasonable means do not exist for ascertaining the ~~Eurodollar~~ applicable LIBOR Rate; or (ii) the Required Lenders advise the Administrative Agent that (1) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of any requested LIBOR Loan or conversion to or continuation of any LIBOR Loan, (2) adequate and reasonable means do not exist for determining the LIBOR Rate ~~applicable pursuant to Section 2.2 hereof~~ for any requested Interest ~~Period~~Period with respect to a proposed LIBOR Loan or in connection with a Base Rate Loan or (3) the LIBOR Rate as determined by the Administrative Agent will not adequately and fairly reflect the funding or borrowing cost to such Lenders of maintaining or funding LIBOR Loans for such Interest Period (taking into account any amount to which such Lenders may be entitled under Section 8.1), then the Administrative Agent shall promptly notify the other parties thereof and, so long as such circumstances shall continue, (y) no Lender shall be under any obligation to make any LIBOR Loans or Base Rate Loans as to which the interest rate is determined with reference to the LIBOR Rate or convert any Base Rate Loans into LIBOR Loans and (z) on the last day of the current Interest Period for each LIBOR Loan, such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan as to which the interest rate is not determined with reference to the LIBOR Rate; or (b) ~~Dollar deposits in~~ If the ~~relevant amount~~ Lenders having 50% or more of the Revolving Commitment determine (which determination shall be conclusive and ~~for~~ binding upon the ~~relevant maturity are~~ Company) that the LIBOR Rate or the Base Rate, as the case may be, will not ~~available in~~ adequately and fairly reflect the ~~London interbank Eurodollar market~~funding or borrowing costs to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans, ~~with respect to an outstanding Eurodollar Rate Loan, a proposed Eurodollar Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Eurodollar Rate Loan, then~~ the Administrative Agent shall give ~~Borrowing Agent prompt written~~notice thereof to the Company and the Lenders as soon as practicable thereafter including with such notice, ~~telephonic or telegraphic notice of such determination. If~~ the Lenders’ certification as aforesaid and such notice ~~is given, (i) any such requested Eurodollar Rate Loan~~ shall ~~be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 10:00 a.m. (New York City time) two (2) Business Days prior to~~ remain in effect from the date of such ~~proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Eurodollar Rate Loan,~~ delivery until the Administrative Agent (ii) any Domestic Rate Loan or Eurodollar Rate Loan which was to have been converted to an affected type of Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to upon the proposed conversion, shall be maintained as an unaffected type of Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the last Business Day instruction of the ~~then current Interest Period applicable~~ such Lenders) revokes such notice. Each Lender shall instruct the Administrative Agent to revoke the notice as soon as possible after the circumstances initially giving rise to such ~~affected Eurodollar Rate Loan,~~ notice shall ~~be converted into an unaffected type of Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for~~ cease or pass with respect to such affected Eurodollar Rate Loans. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate LoanLender.

Appears in 2 contracts

Samples: Credit Agreement (Titan International Inc), Credit Agreement (Titan International Inc)

Basis for Determining Interest Rate Inadequate or Unfair. In the event that Agent or any Lender or Term Lender shall have determined that: (a) reasonable means do not exist for ascertaining the ~~Eurodollar~~ Adjusted LIBO Rate applicable pursuant to Section 2.2 ~~hereof~~ for any Interest Period; or (b) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank Eurodollar market, with respect to an outstanding Eurodollar Rate Loan, a proposed Eurodollar Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Eurodollar Rate Loan, then Agent shall give ~~Borrowing Agent~~ Borrower prompt written, telephonic or telegraphic notice of such determination. If such notice is given, then with respect to any Eurodollar Rate Loan requested on or after the Business Day that Borrower receives Agent’s notice, (i) any such requested Eurodollar Rate Loan shall be made as a Domestic Rate Loan, unless ~~Borrowing Agent~~ Borrower shall notify Agent no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Eurodollar Rate Loan, (ii) any Domestic Rate Loan or Eurodollar Rate Loan which was to have been converted to an affected type of Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if ~~Borrowing Agent~~ Borrower shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate Loans shall be converted into a Domestic Rate Loan, or, if ~~Borrowing Agent~~ Borrower shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Eurodollar Rate Loan, shall be converted into an unaffected type of Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, Lenders and Term Lender shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and no Borrower shall have ~~the~~ no right to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate Loan.

Appears in 2 contracts

Samples: Financing Agreement (Rafaella Apparel Group,inc.), Financing Agreement (Rafaella Apparel Group,inc.)

Appears in 2 contracts

Samples: Revolving Credit and Security Agreement (Gaiam, Inc), Revolving Credit and Security Agreement (Image Entertainment Inc)

Basis for Determining Interest Rate Inadequate or Unfair. In the event ~~that Agent or any Lender shall have determined~~ that: (a) Agent shall have determined that reasonable means do not exist for ascertaining the ~~Eurodollar~~ LIBOR Rate applicable pursuant to Section ~~2.2~~ 3.2 hereof for any Interest Period; or (b) Agent shall have determined that Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank ~~Eurodollar~~ LIBOR market, with respect to an outstanding ~~Eurodollar~~ LIBOR Rate Loan, a proposed ~~Eurodollar~~ LIBOR Rate Loan, or a proposed conversion of a ~~Domestic~~ Prime Rate Loan into a ~~Eurodollar~~ LIBOR Rate Loan; or (c) Agent shall have determined that (or any Lender shall have notified Agent that) the making, maintenance or funding of any LIBOR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or (d) the Required Lenders shall have notified Agent that the LIBOR Rate will not adequately and fairly reflect the cost to the Lenders of the establishment or maintenance of any LIBOR Rate Loan, then Agent shall give Borrowing Agent prompt ~~written, telephonic or telegraphic~~ written notice of such notice or determination. If such notice is given, (i) any such requested ~~Eurodollar~~ LIBOR Rate Loan shall be made as a ~~Domestic~~ Prime Rate Loan, unless Borrowing Agent shall notify Agent in writing (including by electronic transmission) no later than 10:00 a.m. (~~New York City~~ Chicago time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan, (ii) any ~~Domestic~~ Prime Rate Loan or ~~Eurodollar~~ LIBOR Rate Loan which was to have been converted to an affected type of ~~Eurodollar~~ LIBOR Rate Loan shall be continued as or converted into a ~~Domestic~~ Prime Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (~~New York City~~ Chicago time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan, and (iii) any outstanding affected ~~Eurodollar~~ LIBOR Rate Loans shall be converted into a ~~Domestic~~ Prime Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (~~New York City~~ Chicago time) two (2) Business Days prior to the last Business Day of ~~the~~ then current Interest Period applicable to such affected ~~Eurodollar~~ LIBOR Rate Loan, shall be converted into an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan, on the last Business Day of ~~the~~ then current Interest Period for such affected ~~Eurodollar~~ LIBOR Rate ~~Loans~~Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected LIBOR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of ~~Eurodollar~~ LIBOR Rate Loan or maintain outstanding affected ~~Eurodollar~~ LIBOR Rate Loans and no Borrower shall have the right to convert a ~~Domestic~~ Prime Rate Loan or an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan into an affected type of ~~Eurodollar~~ LIBOR Rate Loan.

Appears in 2 contracts

Samples: Term Loan Credit and Security Agreement (Quantum Corp /De/), Term Loan Credit and Security Agreement (Quantum Corp /De/)

Basis for Determining Interest Rate Inadequate or Unfair. In If on or prior to the ~~event that Agent~~ first day of any Interest Period for any Euro-Dollar Loan or ~~any Lender shall have determined that~~Competitive Bid LIBOR Loan: (a) ~~reasonable means do~~ the Servicing Agent is advised by the Required Banks that deposits in dollars (in the applicable amounts) are not ~~exist~~ being offered to the Required Banks in the relevant market for ~~ascertaining the Eurodollar Rate applicable pursuant to Section 2.2 hereof for any~~ such Interest Period; , or (b) ~~Dollar deposits~~ in the ~~relevant~~ case of a Euro-Dollar Loan, Banks having 50% or more of the aggregate amount ~~and for~~ of the ~~relevant maturity are not available in~~ Commitments advise the Servicing Agent that the London ~~interbank Eurodollar market~~Interbank Offered Rate, ~~with respect~~ as determined by the Servicing Agent, will not adequately and fairly reflect the cost to ~~an outstanding Eurodollar Rate Loan~~such Banks of funding their Euro-Dollar Loans for such Interest Period, ~~a proposed Eurodollar Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Eurodollar Rate Loan, then~~ the Servicing Agent shall forthwith give ~~Borrowing~~ notice thereof to the Borrower and the Banks, whereupon until the Servicing Agent ~~prompt written, telephonic or telegraphic notice of~~ notifies the Borrower that the circumstances giving rise to such ~~determination. If such notice is given~~suspension no longer exist, (i) ~~any such requested Eurodollar Rate Loan~~ the obligations of the Banks to make Euro-Dollar Loans, or to continue to convert outstanding Loans as or into Euro-Dollar Loans shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Eurodollar Rate Loan, suspended and (ii) ~~any Domestic Rate~~ each outstanding Euro-Dollar Loan or Eurodollar Rate Loan which was to have been converted to an affected type of Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate Loans shall be converted into a ~~Domestic~~ Base Rate ~~Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to~~ Loan on the last ~~Business Day~~ day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Servicing Agent on or prior to the first day of any Interest Period of any affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such affected ~~Eurodollar~~ Borrowing is a Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate ~~Loan~~Borrowing and (ii) if such affected Borrowing is a Competitive Bid LIBOR Borrowing, the Competitive Bid LIBOR Loans comprising such Borrowing shall ~~be converted into an unaffected type of Eurodollar Rate Loan, on~~ bear interest for each day from and including the first day to but excluding the last ~~Business Day~~ day of the ~~then current~~ Interest Period applicable thereto at the Base Rate for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate Loanday.

Appears in 2 contracts

Samples: Credit Agreement (Clorox Co /De/), Credit Agreement (Clorox Co /De/)

Basis for Determining Interest Rate Inadequate or Unfair. In the -------------------------------------------------------- event that Agent or any Lender shall have determined that: (a) reasonable means do not exist for ascertaining the Eurodollar Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or (b) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank Eurodollar market, with respect to an outstanding Eurodollar Rate Loan, a proposed Eurodollar Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Eurodollar Rate Loan, then Agent shall give Borrowing Agent prompt written, telephonic or telegraphic notice of such determination. If such notice is given, (i) any such requested Eurodollar Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than ~~10:00 a.m.~~ 1:00 p.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Eurodollar Rate Loan, (ii) any Domestic Rate Loan or Eurodollar Rate Loan which was to have been converted to an affected type of Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than ~~10:00 a.m.~~ 1:00 p.m. (New York City time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than ~~10:00 a.m.~~ 1:00 p.m. (New York City time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Eurodollar Rate Loan, shall be converted into an unaffected type of Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate Loan.

Appears in 2 contracts

Samples: Revolving Credit, Term Loan and Security Agreement (Air Methods Corp), Revolving Credit and Security Agreement (Air Methods Corp)

Appears in 2 contracts

Samples: Credit and Security Agreement (Pc Connection Inc), Credit and Security Agreement (Pc Connection Inc)

Basis for Determining Interest Rate Inadequate or Unfair. In the event that Agent or any Lender ~~shall have~~ has determined that: (a) reasonable means do not exist for ascertaining the Eurodollar Rate ~~applicable pursuant to Section 2.2 hereof~~ for any Interest Period; or (b) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank Eurodollar market, with respect to an outstanding Eurodollar Rate Loan, a proposed Eurodollar Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Eurodollar Rate Loan, then Agent shall give Borrowing Agent prompt written, telephonic or telegraphic notice of such determination. If such notice is given, (i) any such requested Eurodollar Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Eurodollar Rate Loan, (ii) any Domestic Rate Loan or Eurodollar Rate Loan ~~which~~ that was to have been converted to an affected type of Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Eurodollar Rate Loan, shall be converted into an unaffected type of Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, Lenders ~~shall~~ will have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate Loan.

Appears in 2 contracts

Samples: Revolving Credit and Security Agreement (Virco MFG Corporation), Revolving Credit and Security Agreement (Virco MFG Corporation)

Basis for Determining Interest Rate Inadequate or Unfair. In the event that Administrative Agent or any Lender shall have determined that: (a) reasonable means do not exist for ascertaining the Eurodollar Rate ~~applicable~~ pursuant to Section 2.2 hereof for any Interest Period; or (b) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank Eurodollar market, with respect to an outstanding Eurodollar Rate Loan, a proposed Eurodollar Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Eurodollar Rate Loan, then Administrative Agent shall give Borrowing Agent prompt written, telephonic or telegraphic notice of such determination. If such notice is given, (i) any such requested Eurodollar Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Administrative Agent no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Eurodollar Rate Loan, (ii) any Domestic Rate Loan or Eurodollar Rate Loan which was to have been converted to an affected type of Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Administrative Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate ~~Loans~~ Loans, shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Administrative Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Eurodollar Rate Loan, shall be converted into an unaffected type of Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate Loan.

Appears in 2 contracts

Samples: Revolving Credit and Security Agreement (Comforce Corp), Revolving Credit and Security Agreement (Comforce Corp)

Basis for Determining Interest Rate Inadequate or Unfair. In the -------------------------------------------------------- event that Agent or any Lender shall have determined that: (a) reasonable means do not exist for ascertaining the Eurodollar Rate applicable pursuant to Section ~~2.2~~ 2.15 hereof for any Interest Period; or (b) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank Eurodollar market, with respect to an outstanding Eurodollar Rate Loan, a proposed Eurodollar Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Eurodollar Rate Loan, then Agent shall give Borrowing Agent prompt written, telephonic or telegraphic notice of such determination. If such notice is given, (i) any such requested Eurodollar Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 10:00 a.m. ~~(New York City time)~~ two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Eurodollar Rate Loan, (ii) any Domestic Rate Loan or Eurodollar Rate Loan ~~which~~ that was to have been converted to an affected type of Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. ~~(New York City time)~~ two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. ~~(New York City time)~~ two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Eurodollar Rate Loan, shall be converted into an unaffected type of Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate Loan.

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (Eltrax Systems Inc)

Basis for Determining Interest Rate Inadequate or Unfair. In the event that Administrative Agent or any Lender shall have determined that: (a) reasonable means do not exist for ascertaining the Eurodollar Rate applicable pursuant to Section 2.2 [Procedure for Borrowing Advances] hereof for any Interest Period; or (b) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank Eurodollar market, with respect to an outstanding Eurodollar Rate Loan, a proposed Eurodollar Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Eurodollar Rate Loan, then Administrative Agent shall give Borrowing Agent prompt written, telephonic or telegraphic notice of such determination. If such notice is given, (i) any such requested Eurodollar Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Administrative Agent no later than ~~10:00 a.m.~~ 1:00 p.m. (~~New York City~~ Pittsburgh, Pennsylvania time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Eurodollar Rate Loan, (ii) any Domestic Rate Loan or Eurodollar Rate Loan which was to have been converted to an affected type of Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Administrative Agent, no later than ~~10:00 a.m.~~ 1:00 p.m. (~~New York City~~ Pittsburgh, Pennsylvania time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Administrative Agent, no later than ~~10:00 a.m.~~ 1:00 p.m. (~~New York City~~ Pittsburgh, Pennsylvania time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Eurodollar Rate Loan, shall be converted into an unaffected type of Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate Loan.

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (Imco Recycling Inc)

Appears in 1 contract

Samples: Loan and Security Agreement (Bucyrus International Inc)

Basis for Determining Interest Rate Inadequate or Unfair. In the event that ~~Agent or any~~ Lender shall have determined ~~that:~~ that either: (a) reasonable means do not exist for ascertaining the ~~Eurodollar~~ LIBOR Rate ~~applicable pursuant to Section 2.2 hereof~~ for any Interest Period; or (b) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank Eurodollar market, with respect to an outstanding ~~Eurodollar~~ LIBOR Rate Loan, a proposed ~~Eurodollar~~ LIBOR Rate Loan, or a proposed conversion of a ~~Domestic~~ Base Rate Loan into a ~~Eurodollar~~ LIBOR Rate Loan; (c) the indices on which interest rates for LIBOR Rate Loans are based no longer represent the effective cost to Lender for Dollar deposits in the relevant market; or (d) the LIBOR Rate will not adequately and fairly reflect the cost to Lender of the establishment or maintenance of any LIBOR Rate Loan; then, ~~then Agent~~ Lender shall give ~~Borrowing Agent~~ Borrower Representative prompt written, telephonic or ~~telegraphic~~ telecopier notice of such determination. If such notice is given, (i) any such requested ~~Eurodollar~~ LIBOR Rate Loan shall be made as a ~~Domestic~~ Base Rate Loan, unless ~~Borrowing Agent~~ Borrower Representative shall notify ~~Agent~~ Lender no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan, (ii) any ~~Domestic~~ Base Rate Loan or ~~Eurodollar~~ LIBOR Rate Loan which was to have been converted to an affected type of ~~Eurodollar~~ LIBOR Rate Loan shall be continued as or converted into a ~~Domestic~~ Base Rate Loan, or, if ~~Borrowing Agent~~ Borrower Representative shall notify ~~Agent~~Lender, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan, ~~and~~ (iii) any outstanding affected ~~Eurodollar~~ LIBOR Rate Loans shall be converted into a ~~Domestic~~ Base Rate Loan, or, if ~~Borrowing Agent~~ Borrower Representative shall notify ~~Agent~~Lender, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected ~~Eurodollar~~ LIBOR Rate Loan, shall be converted into an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan, on the last Business Day of the then current Interest Period for such affected ~~Eurodollar~~ LIBOR Rate Loans, and (iv) Lender shall have the right to assess and collect the Yield Surcharge. Until such notice has been withdrawn, ~~Lenders~~ Lender shall have no obligation to make an affected type of ~~Eurodollar~~ LIBOR Rate Loan or maintain outstanding affected ~~Eurodollar~~ LIBOR Rate Loans and no Borrower shall have the right to convert a ~~Domestic~~ Base Rate Loan, Daily LIBOR Loan or an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan into an affected type of ~~Eurodollar~~ LIBOR Rate Loan.

Appears in 1 contract

Samples: Credit and Security Agreement (Manhattan Bridge Capital, Inc)

Basis for Determining Interest Rate Inadequate or Unfair. In the event that Agent or ~~any Lender~~ Required Lenders shall have determined that: (a) reasonable means do not exist for ascertaining the ~~Eurodollar~~ LIBOR Rate applicable pursuant to Section 2.2 hereof for any Interest Period~~; or~~; (b) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank ~~Eurodollar~~ market, with respect to an outstanding ~~Eurodollar~~ LIBOR Rate Loan, a proposed ~~Eurodollar~~ LIBOR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a ~~Eurodollar~~ LIBOR Rate Loan; (c) the making, maintenance or funding of any LIBOR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lenders in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or (d) the LIBOR Rate will not adequately and fairly reflect the cost to such Lenders of the establishment or maintenance of any LIBOR Rate Loan, then Agent shall give Borrowing Agent prompt ~~written,~~ written or telephonic ~~or telegraphic~~ notice of such determination. If such notice is ~~given~~given prior to a LIBOR Termination Date (as defined below) or prior to the date on which Section 3.8.2(a)(ii) hereof applies, (i) any such requested ~~Eurodollar~~ LIBOR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than ~~10:00 a.m. (New York City time)~~ 3:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan, (ii) any Domestic Rate Loan or ~~Eurodollar~~ LIBOR Rate Loan which was to have been converted to an affected type of ~~Eurodollar~~ LIBOR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than ~~10:00 a.m. (New York City time)~~ 3:00 p.m. two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan, and (iii) any outstanding affected ~~Eurodollar~~ LIBOR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than ~~10:00 a.m. (New York City time)~~ 3:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected ~~Eurodollar~~ LIBOR Rate Loan, shall be converted into an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan, on the last Business Day of the then current Interest Period for such affected ~~Eurodollar~~ LIBOR Rate ~~Loans~~Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected LIBOR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of ~~Eurodollar~~ LIBOR Rate Loan or maintain outstanding affected ~~Eurodollar~~ LIBOR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan into an affected type of ~~Eurodollar~~ LIBOR Rate Loan.

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (AutoWeb, Inc.)

Appears in 1 contract

Samples: Term Loan and Security Agreement (Empeiria Acquisition Corp)

Basis for Determining Interest Rate Inadequate or Unfair. In the event that ~~Agent or any~~ Lender shall have determined ~~that:~~ that either: (a) reasonable means do not exist for ascertaining the Eurodollar Rate ~~applicable pursuant to Section 2.2 hereof~~ for any Interest Period; or or (b) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank Eurodollar market, with respect to an outstanding Eurodollar Rate Loan, a proposed Eurodollar Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Eurodollar Rate Loan; then, ~~then Agent~~ Lender shall give Borrowing ~~Agent~~ Representative prompt written, telephonic or telegraphic notice of such determination. If such notice is given, (i) any such requested Eurodollar Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing ~~Agent~~ Representative shall notify ~~Agent~~ Lender no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Eurodollar Rate Loan, (ii) any Domestic Rate Loan or Eurodollar Rate Loan which was to have been converted to an affected type of Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing ~~Agent~~ Representative shall notify ~~Agent~~Lender, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing ~~Agent~~ Representative shall notify ~~Agent~~Lender, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Eurodollar Rate Loan, shall be converted into an unaffected type of Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, ~~Lenders~~ Lender shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate Loan.

Appears in 1 contract

Samples: Credit and Security Agreement (Memry Corp)

Appears in 1 contract

Samples: Financing Agreement (Cpac Inc)

Appears in 1 contract

Samples: Second Lien Credit and Security Agreement (Emerge Energy Services LP)

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (Zanett Inc)

Appears in 1 contract

Samples: Revolving Credit, Term Loan and Security Agreement (Swenson Granite Co LLC)

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (HMG Worldwide Corp)

Basis for Determining Interest Rate Inadequate or Unfair. In the event that Agent ~~or any Lender~~ shall have determined ~~that:~~ that either: (a) reasonable means do not exist for ascertaining the ~~Eurodollar~~ LIBOR Rate ~~applicable pursuant to Section 2.2 hereof~~ for any Interest Period; or (b) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank Eurodollar market, with respect to an outstanding ~~Eurodollar~~ LIBOR Rate Loan, a proposed ~~Eurodollar~~ LIBOR Rate Loan, or a proposed conversion of a ~~Domestic~~ Base Rate Loan into a ~~Eurodollar~~ LIBOR Rate Loan; (c) the indices on which interest rates for LIBOR Rate Loans are based no longer represent the effective cost to Lenders for Dollar deposits in the relevant market; or (d) the LIBOR Rate will not adequately and fairly reflect the cost to Agent of the establishment or maintenance of any LIBOR Rate Loan; then, ~~then~~ Agent shall give ~~Borrowing Agent~~ Borrower Representative prompt written, telephonic or ~~telegraphic~~ telecopier notice of such determination. If such notice is given, (i) any such requested ~~Eurodollar~~ LIBOR Rate Loan shall be made as a ~~Domestic~~ Base Rate Loan, unless ~~Borrowing Agent~~ Borrower Representative shall notify Agent no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan, (ii) any ~~Domestic~~ Base Rate Loan or ~~Eurodollar~~ LIBOR Rate Loan which was to have been converted to an affected type of ~~Eurodollar~~ LIBOR Rate Loan shall be continued as or converted into a ~~Domestic~~ Base Rate Loan, or, if ~~Borrowing Agent~~ Borrower Representative shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan, ~~and~~ (iii) any outstanding affected ~~Eurodollar~~ LIBOR Rate Loans shall be converted into a ~~Domestic~~ Base Rate Loan, or, if ~~Borrowing Agent~~ Borrower Representative shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected ~~Eurodollar~~ LIBOR Rate Loan, shall be converted into an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan, on the last Business Day of the then current Interest Period for such affected ~~Eurodollar~~ LIBOR Rate Loans, and (iv) Agent shall have the right to assess and collect the Yield Surcharge. Until such notice has been withdrawn, Agent and Lenders shall have no obligation to make an affected type of ~~Eurodollar~~ LIBOR Rate Loan or maintain outstanding affected ~~Eurodollar~~ LIBOR Rate Loans and no Borrower shall have the right to convert a ~~Domestic~~ Base Rate Loan, Daily LIBOR Loan or an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan into an affected type of ~~Eurodollar~~ LIBOR Rate Loan.

Appears in 1 contract

Samples: Credit and Security Agreement (Manhattan Bridge Capital, Inc)

Appears in 1 contract

Samples: Credit and Security Agreement (Pc Connection Inc)

Basis for Determining Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined ~~that: (a)~~ that reasonable means do not exist for ascertaining the CDOR Rate or the Eurodollar Rate applicable pursuant to Section 2.2 hereof for any Interest ~~Period; or (b)~~ Period or Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank Eurodollar market, with respect to an outstanding Eurodollar Rate Loan, a proposed Eurodollar Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Eurodollar Rate Loan, then the Agent shall give ~~Borrowing Agent~~ Borrowers prompt written, telephonic or telegraphic notice of such determination. If such notice is given, (i) any such requested Canadian CDOR Rate Loan or Eurodollar Rate Loan shall be made as a Canadian Base Rate Loan or Domestic Rate Loan, as the case may be, unless ~~Borrowing Agent~~ a Borrower shall notify ~~Agent~~ the Lender no later than ~~10:00 a.m. (New York City time)~~ 12:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Canadian CDOR Rate Loan or Eurodollar Rate ~~Loan~~Loan as the case may be, (ii) any ~~Domestic~~ Canadian Base Rate Loan, Canadian CDOR Rate Loan or Eurodollar Rate Loan which was to have been converted to an affected type of ~~Eurodollar~~ Canadian CDOR Rate Loan shall be continued as or converted into a Canadian Base Rate Loan or Domestic Rate Loan, as the case may be, or, if ~~Borrowing Agent~~ a Borrower shall notify ~~Agent~~the Lender, no later than ~~10:00 a.m. (New York City time)~~ 12:00 p.m. two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Canadian CDOR Rate Loan or Eurodollar Rate ~~Loan~~Loan as the case may be, and (iii) any outstanding affected Canadian CDOR Rate Loans or Eurodollar Rate Loans shall be converted into a Canadian Base Rate Loan or Domestic Rate Loan, as the case may be, or, if ~~Borrowing Agent~~ a Borrower shall notify ~~Agent~~the Lender, no later than ~~10:00 a.m. (New York City time)~~ 12:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Canadian CDOR Rate Loan or Eurodollar Rate Loan, shall be converted into an unaffected type of Canadian CDOR Rate Loan or Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Canadian CDOR Rate Loans or Eurodollar Rate ~~Loans~~Loans as the case may be. Until such notice has been withdrawn, ~~Lenders~~ the Lender shall have no obligation to make an affected type of Canadian CDOR Rate Loan or Eurodollar Rate Loan or maintain outstanding affected Canadian CDOR Rate Loans and Eurodollar Rate Loans as the case may be and no a Borrower shall not have the right to convert a Canadian Base Rate Loan or a Domestic Rate Loan or an unaffected type of Canadian CDOR Rate Loan or Eurodollar Rate Loan into an affected type of Canadian CDOR Rate Loan or Eurodollar Rate ~~Loan~~Loan as the case may be.

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (SMTC Corp)

Appears in 1 contract

Samples: Revolving Credit and Security Agreement

Basis for Determining Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have reasonably determined that: (a) reasonable means do not exist for ascertaining the Eurodollar Rate ~~applicable pursuant to Section 2.2 hereof~~ for any Interest Period~~; or~~; (b) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank Eurodollar market, with respect to an outstanding Eurodollar Rate Loan, a proposed Eurodollar Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Eurodollar Rate Loan, then Agent shall give Borrowing Agent prompt written, telephonic or telegraphic notice of such determination. If such notice is given, (i) any such requested Eurodollar Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Eurodollar Rate Loan, (ii) any Domestic Rate Loan or Eurodollar Rate Loan which was to have been converted to an affected type of Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Eurodollar Rate Loan, shall be converted into an unaffected type of Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate Loan.

Appears in 1 contract

Samples: Revolving Credit, Term Loan and Security Agreement (Lesco Inc/Oh)

Basis for Determining Interest Rate Inadequate or Unfair. In the event that ~~Agent or any Lender~~ HSBC shall have determined that: (ai) reasonable means do not exist for ascertaining the ~~Eurodollar~~ Adjusted LIBOTerm SOFR Rate applicable pursuant to Section ~~2.2 hereof~~ 3.5 for any Interest Period; or (bii) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank ~~Eurodollar~~ LIBOR RateTerm SOFR market, with respect to an outstanding ~~Eurodollar~~ LIBORSOFR Rate ~~Loan~~Advance, a proposed ~~Eurodollar~~ LIBORSOFR Rate ~~Loan~~Advance, or a proposed conversion of a ~~Domestic~~ Base Rate ~~Loan~~ Advance into a ~~Eurodollar~~ LIBORSOFR Rate ~~Loan~~Advance, then ~~Agent~~ HSBC shall give ~~Borrowing Agent~~ Borrower prompt written, telephonic or telegraphic notice of such determination. If such notice is given, (i) any such requested ~~Eurodollar~~ LIBORSOFR Rate ~~Loan~~ Advance shall be made as a ~~Domestic~~ Base Rate ~~Loan~~Advance, unless ~~Borrowing Agent~~ Borrower shall notify ~~Agent~~ HSBC no later than 10:00 ~~a.m.~~ AM (New York ~~City~~ time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of ~~Eurodollar~~ LIBORSOFR Rate ~~Loan~~Advance, (ii) any ~~Domestic~~ Base Rate ~~Loan~~ Advance or ~~Eurodollar~~ LIBORSOFR Rate ~~Loan~~ Advance which was to have been converted to an affected type of ~~Eurodollar~~ LIBORSOFR Rate ~~Loan~~ Advance shall be continued as or converted into a ~~Domestic~~ Base Rate ~~Loan~~Advance, or, if ~~Borrowing Agent~~ Borrower shall notify ~~Agent~~HSBC, no later than 10:00 ~~a.m.~~ AM (New York ~~City~~ time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of ~~Eurodollar~~ LIBORSOFR Rate ~~Loan~~Advance, and (iii) any outstanding affected ~~Eurodollar~~ LIBORSOFR Rate ~~Loans~~ Advances shall be converted into a ~~Domestic~~ Base Rate ~~Loan~~Advance, or, if ~~Borrowing Agent~~ Borrower shall notify ~~Agent~~HSBC, no later than 10:00 ~~a.m.~~ AM (New York ~~City~~ time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected ~~Eurodollar~~ LIBORSOFR Rate ~~Loan~~Advance, shall be converted into an unaffected type of ~~Eurodollar~~ LIBORSOFR Rate ~~Loan~~Advance, on the last Business Day of the then current Interest Period for such affected ~~Eurodollar~~ LIBORSOFR Rate ~~Loans~~Advance. Until such notice has been withdrawn, ~~Lenders~~ HSBC shall have no obligation to make an affected type of ~~Eurodollar~~ LIBORSOFR Rate ~~Loan~~ Advance or maintain outstanding affected ~~Eurodollar~~ LIBORSOFR Rate ~~Loans~~ Advances and no Borrower shall have ~~the~~ no right to convert a ~~Domestic~~ Base Rate ~~Loan~~ Advance or an unaffected type of ~~Eurodollar~~ LIBORSOFR Rate ~~Loan~~ Advance into an affected type of ~~Eurodollar~~ LIBORSOFR Rate ~~Loan~~Advance.

Appears in 1 contract

Samples: Loan and Security Agreement (Acme United Corp)

Basis for Determining Interest Rate Inadequate or Unfair. In the event that ~~Agent or any Lender~~ HSBC shall have determined that: (ai) reasonable means do not exist for ascertaining the ~~Eurodollar~~ Adjusted LIBO Rate applicable pursuant to Section ~~2.2 hereof~~ 3.5 for any Interest Period; or (bii) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank Eurodollar market, with respect to an outstanding Eurodollar ~~Rate Loan~~Advance, a proposed Eurodollar ~~Rate Loan~~Advance, or a proposed conversion of a ~~Domestic~~ Base Rate ~~Loan~~ Advance into a Eurodollar ~~Rate Loan~~Advance, then ~~Agent~~ HSBC shall give ~~Borrowing Agent~~ Borrower prompt written, telephonic or telegraphic notice of such determination. If such notice is given, (i) any such requested Eurodollar ~~Rate Loan~~ Advance shall be made as a ~~Domestic~~ Base Rate ~~Loan~~Advance, unless ~~Borrowing Agent~~ Borrower shall notify ~~Agent~~ HSBC no later than ~~10:00 a.m.~~ 2:00 PM (New York ~~City~~ time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Eurodollar ~~Rate Loan~~Advance, (ii) any ~~Domestic~~ Base Rate ~~Loan~~ Advance or Eurodollar ~~Rate Loan~~ Advance which was to have been converted to an affected type of Eurodollar ~~Rate Loan~~ Advance shall be continued as or converted into a ~~Domestic~~ Base Rate ~~Loan~~Advance, or, if ~~Borrowing Agent~~ Borrower shall notify ~~Agent~~HSBC, no later than ~~10:00 a.m.~~ 2:00 PM (New York ~~City~~ time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Eurodollar ~~Rate Loan~~Advance, and (iii) any outstanding affected Eurodollar ~~Rate Loans~~ Advances shall be converted into a ~~Domestic~~ Base Rate ~~Loan~~Advance, or, if ~~Borrowing Agent~~ Borrower shall notify ~~Agent~~HSBC, no later than ~~10:00 a.m.~~ 2:00 PM (New York ~~City~~ time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Eurodollar ~~Rate Loan~~Advance, shall be converted into an unaffected type of Eurodollar ~~Rate Loan~~Advance, on the last Business Day of the then current Interest Period for such affected Eurodollar ~~Rate Loans~~Advance. Until such notice has been withdrawn, ~~Lenders~~ HSBC shall have no obligation to make an affected type of Eurodollar ~~Rate Loan~~ Advance or maintain outstanding affected Eurodollar ~~Rate Loans~~ Advances and no Borrower shall have ~~the~~ no right to convert a ~~Domestic~~ Base Rate ~~Loan~~ Advance or an unaffected type of Eurodollar ~~Rate Loan~~ Advance into an affected type of Eurodollar ~~Rate Loan~~Advance.

Appears in 1 contract

Samples: Loan and Security Agreement (Solazyme Inc)

Appears in 1 contract

Samples: Revolving Credit, Term Loan and Security Agreement (NYTEX Energy Holdings, Inc.)

Basis for Determining Interest Rate Inadequate or Unfair. In (a) Administrative Agent shall promptly notify the ~~event that Agent or any Lender shall have determined that~~other parties of the following: (ai) Administrative Agent reasonably determines (which determination will be binding and conclusive on Borrowers) that by reason of circumstances affecting the interbank LIBOR market adequate and reasonable means do not exist for ascertaining the ~~Eurodollar Rate~~ applicable ~~pursuant to Section 2.2 hereof for any Interest Period~~LIBOR Rate; or (ii) the Required Lenders advise Administrative Agent that the LIBOR Rate as determined by Administrative Agent will not adequately and fairly reflect the cost to those Lenders of maintaining or funding LIBOR Loans (taking into account any amount to which those Lenders may be entitled under Section 8.1) or that the making or funding of LIBOR Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of those Lenders materially affects those Loans. (b) ~~Dollar deposits~~ So long as any circumstances described in ~~the relevant amount and for the relevant maturity are not available in the London interbank Eurodollar market, with respect~~ a notice delivered pursuant to an outstanding Eurodollar Rate Loan, a proposed Eurodollar Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Eurodollar Rate Loan, then Agent shall give Borrowing Agent prompt written, telephonic or telegraphic notice of such determination. If such notice is givenSection 8.2(a) continue, (i) no Lender will be required to make any LIBOR Loans or convert any Base Rate Loans into LIBOR Loans, and (ii) each such Loan will, unless then repaid in full, automatically convert to a Base Rate Loan. (c) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Borrower Representative and the Administrative Agent determine in good faith (which determination shall be final and conclusive and binding upon all parties hereto, absent manifest error), or the Borrower Representative or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower Representative) that the Borrower Representative or Required Lenders (as applicable) have determined in good faith, that: (i) the circumstances described in Section 8.2(a)(i) are unlikely to be temporary, (ii) the administrator of the LIBOR Screen Rate or a governmental authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section 8.2, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR Screen Rate, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower Representative may amend this Agreement to replace the LIBOR Screen Rate with an alternate benchmark rate that is generally accepted as the then prevailing market convention for determining a rate of interest for syndicated leveraged loans of this type in the United States at such time (including any mathematical or other adjustments to the benchmark (if any) incorporated therein or this Agreement to preserve pricing in effect at the time of selection of such alternate benchmark rate and other changes necessary to reflect the available interest periods for such alternate benchmark rate) (any such ~~requested Eurodollar~~ proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate ~~Loan~~ Conforming Changes and any such amendment shall ~~be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 10:00 a.m.~~ become effective at 5:00 p.m. (New York ~~City~~ city time) ~~two (2)~~ on the fifth Business ~~Days~~ Day after the Administrative Agent shall have posted such proposed amendment to all Lenders unless, prior to such time, Lenders comprising the ~~date~~ Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. If no LIBOR Successor Rate has been determined and the circumstances under clause (c)(i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower Representative and each Lender. Thereafter, (x) the obligation of ~~such proposed borrowing, that its request for such borrowing~~ the Lenders to make or maintain LIBOR Loans shall be ~~cancelled or made as an unaffected type of Eurodollar Rate Loan~~suspended, (ii) any Domestic Rate Loan or Eurodollar Rate Loan which was to have been converted to an affected type of Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the ~~proposed conversion, shall be maintained as an unaffected type~~ extent of ~~Eurodollar Rate Loan~~the affected LIBOR Loans), and (~~iii~~y) the LIBOR Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower Representative may revoke any ~~outstanding~~ pending request for a borrowing of, conversion to or continuation of LIBOR Loans (to the extent of the affected ~~Eurodollar~~ LIBOR Loans) or, failing that, will be deemed to have converted such request into a request for a borrowing of Base Rate Loans ~~shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m.~~ (~~New York City time) two (2) Business Days prior~~ subject to the ~~last Business Day~~ foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of ~~the then current Interest Period applicable to~~ LIBOR Successor Rate shall provide that in no event shall such ~~affected Eurodollar~~ LIBOR Successor Rate ~~Loan, shall~~ be ~~converted into an unaffected type~~ less than 1.25% per annum for purposes of Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate Loanthis Agreement.

Appears in 1 contract

Samples: Credit Agreement (Quest Resource Holding Corp)

Appears in 1 contract

Samples: Credit and Security Agreement (Pc Connection Inc)

Basis for Determining Interest Rate Inadequate or Unfair. In the event that ~~Agent or any~~ Lender shall have determined that: (a) reasonable means do not exist for ascertaining the Eurodollar ~~Rate applicable pursuant to Section 2.2 hereof for any Interest Period~~Rate; or (b) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank Eurodollar market, with respect to an outstanding Eurodollar Rate Loan, a proposed Eurodollar Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Eurodollar Rate Loan, ; then ~~Agent~~ Lender shall give Borrowing Agent prompt written, telephonic or telegraphic notice of such determination. If such notice is given, (i) any such requested Eurodollar Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify ~~Agent~~ Lender no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Eurodollar Rate Loan, (ii) any Domestic Rate ~~Loan~~ Loan, or Eurodollar Rate Loan which was to have been converted to an affected type of Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify ~~Agent~~Lender, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate ~~Loans~~ Loans, shall be converted into a Domestic Rate Loan, or, if the Borrowing Agent shall notify ~~Agent~~Lender, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Eurodollar Rate Loan, shall be converted into an unaffected type of Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, ~~Lenders~~ Lender shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and no Borrower shall not have the right to convert a Domestic Rate ~~Loan~~ Loan, or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate Loan.

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (E Com Ventures Inc)

Basis for Determining Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (ai) reasonable means do not exist for ascertaining the ~~Eurodollar~~ LIBOR Rate applicable pursuant to Section 2.2 hereof for any Interest ~~Period~~PeriodTerm SOFR Rate; or (bii) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank ~~Eurodollar~~ LIBOR market, with respect to an outstanding ~~Eurodollar~~ LIBORTerm SOFR Rate Loan, a proposed ~~Eurodollar~~ LIBORTerm SOFR Rate Loan, or a proposed conversion of a ~~Domestic~~ Base Rate Loan into a ~~Eurodollar~~ LIBORTerm SOFR Rate Loan; or (iii) the making, maintenance or funding of any LIBORTerm SOFR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental AuthorityBody or with any request or directive of any such Governmental AuthorityBody (whether or not having the force of law); or (iv) the LIBORTerm SOFR Rate will not adequately and fairly reflect the cost to Agent or such Lender of the funding, establishment or maintenance of any LIBORTerm SOFR Rate Loan, during the applicable Interest Period, and Lenders have provided notice of such determination to Agent, then Agent shall give ~~Borrowing Agent~~ Borrower prompt ~~written,~~ written or telephonic ~~or telegraphic~~ notice of such determination. If such notice is ~~given~~given prior to a Benchmark Replacement Date (as defined below), (i) any such requested ~~Eurodollar~~ LIBORTerm SOFR Rate Loan shall be made as a ~~Domestic~~ Base Rate Loan, unless ~~Borrowing Agent~~ Borrower shall notify Agent no later than ~~10:00 a.m. (New York City time)~~ 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of ~~Eurodollar~~ LIBORTerm SOFR Rate Loan, (ii) any ~~Domestic~~ Base Rate Loan or ~~Eurodollar~~ LIBORTerm SOFR Rate Loan which was to have been converted to an affected type of ~~Eurodollar~~ LIBORTerm SOFR Rate Loan shall be continued as or converted into a ~~Domestic~~ Base Rate Loan, or, if ~~Borrowing Agent~~ Borrower shall notify Agent, no later than ~~10:00 a.m. (New York City time)~~ 1:00 p.m. two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of ~~Eurodollar~~ LIBORTerm SOFR Rate Loan, and (iii) any outstanding affected ~~Eurodollar~~ LIBORTerm SOFR Rate Loans shall be converted into a ~~Domestic~~ Base Rate ~~Loan~~Loan at the end of the applicable Interest Period, or, if ~~Borrowing Agent~~ Borrower shall notify Agent, no later than ~~10:00 a.m. (New York City time)~~ 1:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected ~~Eurodollar~~ LIBORTerm SOFR Rate Loan, shall be converted into an unaffected type of ~~Eurodollar~~ LIBORTerm SOFR Rate Loan, on the last Business Day of the then current Interest Period for such affected ~~Eurodollar~~ LIBORTerm SOFR Rate ~~Loans~~Loans (or sooner, if Agent or suchany Lender cannot continue to lawfully maintain such affected LIBORTerm SOFR Rate Loan). Until such notice has been withdrawn, neither Agent nor Lenders shall have no anyno obligation to make an affected type of ~~Eurodollar~~ LIBORTerm SOFR Rate Loan or maintain outstanding affected ~~Eurodollar~~ LIBORTerm SOFR Rate Loans and no Borrower shall have the right to convert a ~~Domestic~~ Base Rate Loan or an unaffected type of ~~Eurodollar~~ LIBORTerm SOFR Rate Loan into an affected type of ~~Eurodollar~~ LIBORTerm SOFR Rate Loan.

Appears in 1 contract

Samples: Credit Agreement (LiveVox Holdings, Inc.)

Basis for Determining Interest Rate Inadequate or Unfair. In the event that Administrative Agent ~~or any Lender~~ shall have determined that: (a) reasonable means do not exist for ascertaining the Eurodollar Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or (b) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank Eurodollar market, with respect to an outstanding Eurodollar Rate Loan, a proposed Eurodollar Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Eurodollar Rate Loan, then Administrative Agent shall give Borrowing Agent prompt ~~written,~~ written or telephonic ~~or telegraphic~~ notice of such determination. If such notice is given, (i) any such requested Eurodollar Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Administrative Agent no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Eurodollar Rate Loan, (ii) any Domestic Rate Loan or Eurodollar Rate Loan which was to have been converted to an affected type of Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Administrative Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Administrative Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Eurodollar Rate Loan, shall be converted into an unaffected type of Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate Loan.

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (Skullcandy, Inc.)

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (Sypris Solutions Inc)

Basis for Determining Interest Rate Inadequate or Unfair. In the event ~~that Agent or any Lender shall have determined~~ that: (a) Agent shall have determined that reasonable means do not exist for ascertaining the ~~Eurodollar~~ LIBOR Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or (b) Agent shall have determined that Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank ~~Eurodollar~~ LIBOR market, with respect to an outstanding ~~Eurodollar~~ LIBOR Rate Loan, a proposed ~~Eurodollar~~ LIBOR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a ~~Eurodollar~~ LIBOR Rate Loan; or (c) Agent shall have determined that (or any Lender shall have notified Agent that) the making, maintenance or funding of any LIBOR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or (d) the Required Lenders shall have notified Agent that the LIBOR Rate will not adequately and fairly reflect the cost to the Lenders of the establishment or maintenance of any LIBOR Rate Loan, then Agent shall give Borrowing Agent prompt ~~written,~~ written or telephonic ~~or telegraphic~~ notice of such notice or determination. If such notice is given, (i) any such requested ~~Eurodollar~~ LIBOR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 10:00 a.m. ~~(New York City time)~~ two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan, (ii) any Domestic Rate Loan or ~~Eurodollar~~ LIBOR Rate Loan which was to have been converted to an affected type of ~~Eurodollar~~ LIBOR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. ~~(New York City time)~~ two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan, and (iii) any outstanding affected ~~Eurodollar~~ LIBOR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. ~~(New York City time)~~ two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected ~~Eurodollar~~ LIBOR Rate Loan, shall be converted into an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan, on the last Business Day of the then current Interest Period for such affected ~~Eurodollar~~ LIBOR Rate ~~Loans~~Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected LIBOR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of ~~Eurodollar~~ LIBOR Rate Loan or maintain outstanding affected ~~Eurodollar~~ LIBOR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan into an affected type of ~~Eurodollar~~ LIBOR Rate Loan.

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (Quantum Corp /De/)

Basis for Determining Interest Rate Inadequate or Unfair. In the event that the Agent or any Lender shall have determined that: (a) reasonable means do not exist for ascertaining the Eurodollar Rate applicable pursuant to Section ~~2.2~~ 2.3 hereof for any Interest Period; or (b) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank Eurodollar market, with respect to an outstanding Eurodollar Rate Loan, a proposed Eurodollar Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Eurodollar Rate Loan, then the Agent shall give ~~Borrowing Agent~~ Borrower prompt written, telephonic or telegraphic notice of such determination. If such notice is given, (i) any such requested Eurodollar Rate Loan shall be made as a Domestic Rate Loan, unless ~~Borrowing Agent~~ Borrower shall notify the Agent no later than ~~10:00 a.m. (New York City time)~~ 1:00 p.m. Eastern Time, two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Eurodollar Rate Loan, (ii) any Domestic Rate Loan or Eurodollar Rate Loan which was to have been converted to an affected type of Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if ~~Borrowing Agent~~ Borrower shall notify the Agent, no later than ~~10:00 a.m. (New York City time)~~ 1:00 p.m. Eastern Time, two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate Loans shall be converted into a Domestic Rate Loan, or, if ~~Borrowing Agent~~ Borrower shall notify the Agent, no later than ~~10:00 a.m. (New York City time)~~ 1:00 p.m. Eastern Time, two (2) Business Days prior to the last Business Day of ~~the~~ then current Interest Period applicable to such affected Eurodollar Rate Loan, shall be converted into an unaffected type of Eurodollar Rate Loan, on the last Business Day of ~~the~~ then current Interest Period for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and no Borrower shall not have the right to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate Loan.

Appears in 1 contract

Samples: Credit, Guaranty and Security Agreement (Evergreen International Aviation Inc)

Basis for Determining Interest Rate Inadequate or Unfair. In Unless and until a Replacement Rate is implemented in accordance with the immediately succeeding paragraph, in the event ~~that Agent or any Lender shall have determined~~ that: (a) Agent or the Required Lenders shall have determined that reasonable means do not exist for ascertaining the ~~Eurodollar~~ LIBOR Rate applicable pursuant to Section ~~2.2~~ 3.2 hereof for any Interest Period; or (b) Agent or the Required Lenders shall have determined that Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank ~~Eurodollar~~ LIBOR market, with respect to an outstanding ~~Eurodollar~~ LIBOR Rate Loan, a proposed ~~Eurodollar~~ LIBOR Rate Loan, or a proposed conversion of a ~~Domestic~~ Prime Rate Loan into a ~~Eurodollar~~ LIBOR Rate Loan; or (c) Agent shall have determined that (or any Lender shall have notified Agent that) the making, maintenance or funding of any LIBOR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or (d) the Required Lenders shall have notified Agent that the LIBOR Rate will not adequately and fairly reflect the cost to the Lenders of the establishment or maintenance of any LIBOR Rate Loan, then Agent or Required Lenders shall give Borrowing Agent and each Lender prompt ~~written, telephonic or telegraphic~~ written notice of such notice or determination. If such notice is given, (i) any such requested ~~Eurodollar~~ LIBOR Rate Loan shall be made as a ~~Domestic~~ Prime Rate Loan, unless Borrowing Agent shall notify Agent in writing (including by electronic transmission) no later than ~~10:00~~ 11:00 a.m. (New York ~~City~~ time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan, (ii) any ~~Domestic~~ Prime Rate Loan or ~~Eurodollar~~ LIBOR Rate Loan which was to have been converted to an affected type of ~~Eurodollar~~ LIBOR Rate Loan shall be continued as or converted into a ~~Domestic~~ Prime Rate Loan, or, if Borrowing Agent shall notify Agent, no later than ~~10:00~~ 11:00 a.m. (New York ~~City~~ time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan, ~~and~~ (iii) any outstanding affected ~~Eurodollar~~ LIBOR Rate Loans shall be converted into a ~~Domestic~~ Prime Rate Loan, or, if Borrowing Agent shall notify Agent, no later than ~~10:00~~ 11:00 a.m. (New York ~~City~~ time) two (2) Business Days prior to the last Business Day of ~~the~~ then current Interest Period applicable to such affected ~~Eurodollar~~ LIBOR Rate Loan, shall be converted into an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan, on the last Business Day of the then current Interest Period for such affected ~~Eurodollar~~ LIBOR Rate ~~Loans~~Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected LIBOR Rate Loan), and (iv) with respect to the LIBOR Rate component of the Prime Rate, the utilization of the LIBOR Rate component in determining the Prime Rate shall be suspended, in each case until Agent upon the instruction of the Required Lenders revokes such notice. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of ~~Eurodollar~~ LIBOR Rate Loan or maintain outstanding affected ~~Eurodollar~~ LIBOR Rate Loans and no Borrower shall have the right to convert a ~~Domestic~~ Prime Rate Loan or an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan into an affected type of ~~Eurodollar~~ LIBOR Rate Loan. Notwithstanding anything to the contrary set forth above in this Section 3.6, if (1) Agent has made the determination (such determination to be conclusive absent manifest error) or (2) Borrowers or the Required Lenders have notified Agent (with, in the case of the Required Lenders, a copy to Borrowers) that Borrowers or the Required Lenders, as applicable, have determined that one or more Benchmark Discontinuance Events has occurred with respect to LIBOR, then the Required Lenders, in consultation with the Borrowers, may, to the extent practicable, establish a replacement interest rate and applicable margin (the “Replacement Rate”), in which case, the Replacement Rate shall replace such applicable interest rate for all purposes under this Agreement and the Other Documents unless and until (A) an event described in clauses (a) through (d) of the preceding paragraph occurs with respect to the Replacement Rate or (B) the Required Lenders notify Agent and Borrowers that the Replacement Rate does not adequately and fairly reflect the cost to such Lenders of funding the Loans bearing interest at the Replacement Rate; provided that any such Replacement Rate shall be administratively feasible for Agent. In connection with the establishment and application of the Replacement Rate, this Agreement and the Other Documents shall be amended, as may be necessary or appropriate, in the reasonable opinion of the Required Lenders in consultation with the Borrowers, to effect the provisions of this Section 3.6.

Appears in 1 contract

Samples: Term Loan Credit and Security Agreement (Quantum Corp /De/)

Basis for Determining Interest Rate Inadequate or Unfair. In If on or prior to the ~~event that Agent or~~ first day of any ~~Lender shall have determined that~~Interest Period: (a) Lender reasonably determines (which determination shall be binding and conclusive on Borrowers) that by reason of circumstances affecting the interbank LIBOR market adequate and reasonable means do not exist for ascertaining the ~~Eurodollar~~ applicable LIBO Rate ~~applicable~~ pursuant to ~~Section 2.2 hereof for any Interest Period~~the definition thereof, including, without limitation because the rate is not published in the Bloomberg Financial Markets system (or other authoritative source selected by Lender in its sole discretion); or (b) Lender reasonably determines (which determination shall be binding and conclusive on Borrowers) that for any reason in connection with any request for a LIBOR Loan or a conversion thereto or a continuation thereof that Dollar deposits ~~in the relevant amount and for the relevant maturity~~ are not ~~available~~ being offered to banks in the London interbank Eurodollar ~~market, with respect to an outstanding Eurodollar Rate Loan~~market for the applicable amount and Interest Period of such LIBOR Loans, a ~~proposed Eurodollar~~ Governmental Authority having jurisdiction over Lender has made a public statement identifying a specific date after which the LIBO Rate ~~Loan~~shall no longer be made available or used for determining the interest rate of loans and such date has occurred, the LIBO Rate as determined by Lender will not adequately and fairly reflect the cost to Lender of maintaining or funding LIBOR Loans for such Interest Period (taking into account any amount to which Lender may be entitled under this Section 7.2) or that the making or funding of LIBOR Loans has become impracticable as a ~~proposed conversion~~ result of ~~a Domestic Rate Loan into a Eurodollar Rate Loan~~an event occurring after the date of this Agreement which in the opinion of Lender materially affects such Loans; then reasonably promptly after such determination by Lender, ~~then Agent shall give Borrowing Agent prompt written, telephonic~~ Lender may amend this Agreement (without the need for any action or ~~telegraphic notice of such determination. If such notice is given,~~ consent by Borrowers) to (i) replace the LIBO Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any existing convention for similar credit facilities for such alternative benchmarks (any such ~~requested Eurodollar Rate Loan shall be made as~~ proposed rate, a ~~Domestic Rate Loan~~“LIBO Successor Rate”), unless Borrowing Agent shall notify Agent no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Eurodollar Rate Loan, and (ii) ~~any Domestic~~ make LIBO Successor Rate ~~Loan or Eurodollar Rate Loan which was~~ Conforming Changes and Lender shall give Borrowers prompt notice thereof (it being understood that such amendment may become effective prior to ~~have been converted to an affected type of Eurodollar Rate Loan~~ such notice); provided, that if Lender has not so amended the Agreement, so long as such circumstances shall continue, (A) Lender shall be ~~continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent,~~ under no ~~later than 10:00 a.m. (New York City time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Eurodollar Rate Loan~~obligation to, and ~~(iii)~~ shall not, make or convert any ~~outstanding affected Eurodollar~~ Base Rate Loans ~~shall be converted~~ into ~~a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m.~~ LIBOR Loans and (~~New York City time~~B) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Eurodollar Rate Loan, shall be converted into an unaffected type of Eurodollar Rate Loan, on the last ~~Business Day~~ day of the ~~then~~ current Interest Period for each LIBOR Loan, such ~~affected Eurodollar Rate Loans. Until such notice has been withdrawn~~Loan shall unless then repaid in full, ~~Lenders shall have no obligation~~ automatically convert to ~~make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and no Borrower shall have the right to convert~~ a ~~Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar~~ Base Rate Loan, until the Lender revokes such notice.

Appears in 1 contract

Samples: Loan and Security Agreement (Lifeway Foods Inc)

Basis for Determining Interest Rate Inadequate or Unfair. In the ~~event that Agent~~ case of Eurodollar Rate Loans, if on or prior to the first day of any ~~Lender shall have determined that~~Interest Period: (a) ~~reasonable means do not exist~~ the Administrative Agent is unable to obtain a quotation for ~~ascertaining~~ the ~~Eurodollar~~ London Interbank Offered Rate ~~applicable pursuant to~~ as contemplated by Section ~~2.2 hereof for any Interest Period;~~ 2.5, or (b) ~~Dollar deposits~~ the Majority Lenders advise the Administrative Agent that as a result of changes arising after the date of this Agreement the London Interbank Offered Rate they have determined, in their commercially reasonable judgment, that a material disruption to LIBOR or a change in the ~~relevant amount~~ methodology of calculating LIBOR has occurred or the Majority Lenders advise the Administrative Agent that as a result of changes arising after the date of this Agreement the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding or maintaining their Eurodollar Rate Loans for such Interest Period, in each case the Administrative Agent shall forthwith give notice thereof (by telephone confirmed in writing) to the Borrower, the Lenders and the Collateral Agent, whereupon until the Administrative Agent notifies the Borrower and the Collateral Agent that the circumstances giving rise to such suspension no longer exist, the obligations (if any) of the Lenders to make Eurodollar Rate Loans shall be suspended, except in the case of Eurodollar Rate Loans required to fund Exposure Amounts; provided that such Lenders shall instead fund Base Rate Loans (or in the case of outstanding Loans, such Loans will be converted to Base Rate Loans at the end of such Interest Period), which Base Rate Loans shall convert to Eurodollar Rate Loans immediately upon the cessation of such circumstances. If at any time the Administrative Agent or the Borrower reasonably determines that (A)(i) the circumstances set forth in clause (b) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (b) have not arisen but the supervisor for the ~~relevant maturity are not available~~ administrator (of any) of LIBOR or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (b) a rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans in Dollars in the ~~London interbank Eurodollar~~ U.S. market, then the Administrative Agent may (in consultation with ~~respect~~ the Borrower) choose a replacement index for LIBOR and make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, to the extent practicable, the all-in interest rate based on the replacement index will be substantially equivalent to the all-in LIBOR-based interest rate in effect prior to its replacement. The Administrative Agent and the Borrower shall enter into an ~~outstanding Eurodollar~~ amendment to this Agreement to reflect the replacement index, the adjusted margins and such other related amendments as may be appropriate, in the discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate, which replacement rate shall be (x) a comparable or successor floating rate that is, at such time, broadly accepted by the syndicated loan market for loans denominated in Dollars in lieu of the London Interbank Offered Rate ~~Loan~~as determined by the Administrative Agent with the consent of the Borrower (which consent shall not be unreasonably withheld, conditioned or delayed) or (y) if no such broadly accepted comparable successor rate exists at such time, a ~~proposed Eurodollar Rate Loan~~successor index rate as the Administrative Agent may determine with the consent of the Borrower (which consent shall not be unreasonably withheld, conditioned or a proposed conversion of a Domestic Rate Loan into a Eurodollar Rate Loan, then Agent shall give Borrowing Agent prompt written, telephonic or telegraphic notice of such determination. If such notice is given, delayed); provided that (i) any such ~~requested Eurodollar Rate Loan~~ successor rate shall be ~~made~~ applied by the Administrative Agent in a manner consistent with market practice and (ii) to the extent such market practice is not administratively feasible for the Administrative Agent, such successor rate shall be applied in a manner as ~~a Domestic Rate Loan~~otherwise reasonably determined by the Administrative Agent in consultation with the Borrower. Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, ~~unless Borrowing Agent~~ without limitation, Section 12.5), such amendment shall ~~notify Agent no later than 10:00 a.m. (~~become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. New York City ~~time) two (2)~~ time on the 5th Business ~~Days prior~~ Day after the date a draft of the amendment is provided to the ~~date~~ Lenders, unless the Administrative Agent receives, on or before such 5th Business Day, a written notice from the Majority Lenders stating that such Lenders object to such amendment. Until an amendment reflecting a new replacement index in accordance with this Section 11.1 is effective, each advance, conversion and renewal of ~~such proposed borrowing~~a Loan will continue to bear interest with reference to LIBOR; provided however, that ~~its request for such borrowing~~ if the Administrative Agent determines (which determination shall be ~~cancelled or made~~ final and conclusive, absent manifest error) that a LIBOR Termination Date has occurred, then following the LIBOR Termination Date, all Loans shall accrue interest at the Alternate Base Rate plus the Applicable Margin until such time as an ~~unaffected type of Eurodollar Rate Loan~~amendment reflecting a replacement index and related matters as described above is implemented. Notwithstanding anything to the contrary contained herein, ~~(ii)~~ if at any ~~Domestic Rate Loan or Eurodollar Rate Loan which was to have been converted to an affected type of Eurodollar Rate Loan~~ time the replacement index is less than zero, at such times, such index shall be ~~continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior~~ deemed to ~~the proposed conversion, shall~~ be ~~maintained as an unaffected type~~ zero for purposes of Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Eurodollar Rate Loan, shall be converted into an unaffected type of Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate Loanthis Agreement.

Appears in 1 contract

Samples: Credit Agreement (Owl Rock Capital Corp)

Basis for Determining Interest Rate Inadequate or Unfair. ~~In the event that Agent or any Lender shall have determined that:~~ (a) If on or prior to the first day of any Interest Period for any Eurodollar Borrowing (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Eurodollar Base Rate or the Eurodollar Rate, as applicable ~~pursuant~~ (including, without limitation, because the Screen Rate is not available or published on a current basis), for Dollars and such Interest Period or that deposits in Dollars are not being offered in the relevant market for such Interest Period or (ii) the Administrative Agent or the Required Banks determine in good faith that the Eurodollar Rate for such Interest Period will not adequately reflect the cost to ~~Section 2.2 hereof~~ the Banks or the Required Banks, as the case may be, of making, funding or maintaining such Eurodollar Borrowing for ~~any~~ such Interest Period~~; or~~, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make, continue, or convert Loans into, Eurodollar Loans in Dollars shall be suspended. In such event, unless the Borrower notifies the Administrative Agent on or before the second (2nd) Eurodollar Business Day before, but excluding, the date of any Eurodollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing. (b) ~~Dollar deposits~~ If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in paragraph (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in paragraph (a)(i) have not arisen but either (w) the supervisor for the administrator of the Screen Rate has made a public statement that the administrator of the Screen Rate is insolvent (and there is no successor administrator that will continue publication of the Screen Rate), (x) the administrator of the Screen Rate has made a public statement identifying a specific date after which the Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the Screen Rate), (y) the supervisor for the administrator of the Screen Rate has made a public statement identifying a specific date after which the Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shallmay no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the ~~relevant amount~~ United States at such time, and ~~for~~ shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the ~~relevant maturity are not available~~ contrary in Section 9.5, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the London interbank Eurodollar market, with respect to an outstanding Eurodollar Rate Loan, a proposed Eurodollar Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Eurodollar Rate Loan, then Administrative Agent shall ~~give Borrowing Agent prompt written~~not have received, ~~telephonic or telegraphic~~ within five Business Days of the date notice of such ~~determination~~alternate rate of interest is provided to the LendersBanks, a written notice from the Required LendersBanks stating that such Required LendersBanks object to such amendment. If Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 8.1(b), only to the extent the Screen Rate for Dollars and such ~~notice~~ Interest Period is ~~given~~not available or published at such time on a current basis), (ix) any Notice of Interest Rate Election that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective, and (y) if any Notice of Borrowing requests a Eurodollar Borrowing, such ~~requested Eurodollar Rate Loan~~ Borrowing shall be made as ~~a Domestic~~ an Base Rate ~~Loan~~Borrowing; provided that, ~~unless Borrowing Agent shall notify Agent no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the date~~ if such alternate rate of ~~such proposed borrowing, that its request for such borrowing~~ interest shall be ~~cancelled or made as an unaffected type of Eurodollar Rate Loan~~less than zero, ~~(ii) any Domestic Rate Loan or Eurodollar Rate Loan which was to have been converted to an affected type of Eurodollar Rate Loan~~ such rate shall be ~~continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior~~ deemed to be zero for the ~~proposed conversion, shall be maintained as an unaffected type~~ purposes of Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Eurodollar Rate Loan, shall be converted into an unaffected type of Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate Loanthis Agreement.

Appears in 1 contract

Samples: Credit Agreement (Istar Inc.)

Basis for Determining Interest Rate Inadequate or Unfair. In the event that Collateral Agent or any Lender shall have determined that: (a) reasonable means do not exist for ascertaining the Eurodollar Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or (b) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank Eurodollar market, with respect to an outstanding Eurodollar Rate Loan, a proposed Eurodollar Rate Loan, or a proposed conversion of a ~~Domestic~~ Base Rate Loan into a Eurodollar Rate Loan, then Collateral Agent shall give ~~Borrowing Agent~~ Borrowers prompt written, telephonic or telegraphic notice of such determination. If such notice is given, (i) any such requested Eurodollar Rate Loan shall be made as a ~~Domestic~~ Base Rate Loan, unless ~~Borrowing Agent~~ Borrowers shall notify Collateral Agent no later than 10:00 a.m. (~~New York City~~ eastern time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Eurodollar Rate Loan, (ii) any ~~Domestic~~ Base Rate Loan or Eurodollar Rate Loan which was to have been converted to an affected type of Eurodollar Rate Loan shall be continued as or converted into a ~~Domestic~~ Base Rate Loan, or, if ~~Borrowing Agent~~ Borrowers shall notify Collateral Agent, no later than 10:00 a.m. (~~New York City~~ eastern time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate Loans shall be converted into a ~~Domestic~~ Base Rate Loan, or, if ~~Borrowing Agent~~ Borrowers shall notify Collateral Agent, no later than 10:00 a.m. (~~New York City~~ eastern time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Eurodollar Rate Loan, shall be converted into an unaffected type of Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and ~~no Borrower~~ Borrowers shall not have the right to convert a ~~Domestic~~ Base Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate Loan.

Appears in 1 contract

Samples: Loan and Security Agreement (Tb Woods Corp)

Basis for Determining Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined ~~that: (a)~~ that reasonable means do not exist for ascertaining the Eurodollar Rate applicable pursuant to Section 2.2 hereof for any Interest Period~~; or (b)~~ , Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank Eurodollar market, with respect to an outstanding Eurodollar Rate Loan, a proposed Eurodollar Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Eurodollar Rate Loan, or the Eurodollar Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Eurodollar Rate Loan, then the Agent shall give ~~Borrowing Agent~~ Borrowers prompt written, telephonic or telegraphic notice of such determination. If such notice is given, ~~(i)~~ any such requested Eurodollar Rate Loan shall be made as a Domestic Rate Loan, as the case may be, unless ~~Borrowing Agent~~ a Borrower shall notify ~~Agent~~ the Lender no later than ~~10:00 a.m. (New York City time)~~ 12:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Eurodollar Rate ~~Loan~~Loan as the case may be, (ii) any Domestic Rate Loan or Eurodollar Rate Loan which was to have been converted to an affected type of Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate Loans shall be converted into a Domestic Rate Loan, or, if ~~Borrowing Agent~~ a Borrower shall notify ~~Agent~~the Lender, no later than ~~10:00 a.m. (New York City time)~~ 12:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Eurodollar Rate Loan, shall be converted into an unaffected type of Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Eurodollar Rate ~~Loans~~Loans as the case may be. Until such notice has been withdrawn, ~~Lenders~~ the Lender shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans as the case may be and no a Borrower shall not have the right to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate Loan.

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (SMTC Corp)

Basis for Determining Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (a) reasonable means do not exist for ascertaining ~~the Eurodollar Rate~~ LIBOR applicable pursuant to Section 2.2 ~~hereof~~ for any Interest Period; or (b) Dollar deposits in the relevant amount and for the relevant maturity are not available to Agent or such Lender in the London interbank ~~Eurodollar~~ market, with respect to an outstanding ~~Eurodollar~~ LIBOR Rate Loan, a proposed ~~Eurodollar~~ LIBOR Rate Loan, or a proposed conversion of a ~~Domestic~~ Base Rate Loan into a ~~Eurodollar~~ LIBOR Rate Loan; or (c) the LIBOR for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to Agent or any Lender of funding such LIBOR Rate Loan, then ~~Agent~~ Agent, on behalf of itself or at the direction of such Lender, shall give ~~Borrowing Agent~~ the Administrative Borrower prompt written, telephonic or telegraphic notice of such determination. If such notice is given, (i) any such requested ~~Eurodollar~~ LIBOR Rate Loan shall be made as a ~~Domestic~~ Base Rate Loan, unless ~~Borrowing Agent~~ Administrative Borrower shall notify Agent no later than 10:00 a.m. (New York ~~City~~ time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing (A) shall be ~~cancelled or~~ cancelled, (B) shall be made as ~~an unaffected type of Eurodollar~~ a LIBOR Rate ~~Loan~~Loan with a different Interest Period for which LIBOR can be ascertained (if such notice is given solely with respect to clause (a) above), (C) shall be made as a LIBOR Rate Loan with a different Interest Period which is available in the London interbank market to Agent or such Lender (if such notice is given solely with respect to clause (b) above) or (D) shall be made as a LIBOR Rate Loan with a different Interest Period which does adequately and fairly reflect the cost to Agent or such Lender (if such notice is given solely with respect to clause (c) above), and (ii) any ~~Domestic~~ Base Rate Loan or ~~Eurodollar~~ LIBOR Rate Loan which was to have been converted to an affected type of ~~Eurodollar~~ LIBOR Rate Loan shall be continued as or converted into a ~~Domestic~~ Base Rate Loan, or, if ~~Borrowing Agent~~ Administrative Borrower shall notify Agent, no later than 10:00 a.m. (New York ~~City~~ time) two (2) Business Days prior to the proposed conversion, such Base Rate Loan or LIBOR Rate Loan, (A) shall be ~~maintained~~ continued or converted as ~~an unaffected type of Eurodollar~~ a LIBOR Rate ~~Loan~~Loan with a different Interest Period for which LIBOR can be ascertained (if such notice is given solely with respect to clause (a) above), (B) shall be continued or converted as a LIBOR Rate Loan with a different Interest Period which is available in the London interbank market to Agent or such Lender (if such notice is given solely with respect to clause (b) above) or (C) shall be continued or converted as a LIBOR Rate Loan with a different Interest Period which does adequately and fairly reflect the cost to Agent or such Lender (if such notice is given solely with respect to clause (c) above), and (iii) any outstanding affected ~~Eurodollar~~ LIBOR Rate Loans shall be converted into a ~~Domestic~~ Base Rate Loan, or, if ~~Borrowing Agent~~ Administrative Borrower shall notify Agent, no later than 10:00 a.m. (New York ~~City~~ time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected ~~Eurodollar~~ LIBOR Rate Loan, shall be converted into ~~an unaffected type of Eurodollar~~ (A) a LIBOR Rate ~~Loan, on the last Business Day of the then current~~ Loan with a different Interest Period for which LIBOR can be ascertained (if such ~~affected Eurodollar~~ notice is given solely with respect to clause (a) above), (B) a LIBOR Rate ~~Loans~~Loan with a different Interest Period which is available in the London interbank market to Agent or such Lender (if such notice is given solely with respect to clause (b) above) or (C) a LIBOR Rate Loan with a different Interest Period which does adequately and fairly reflect the cost to Agent or such Lender (if such notice is given solely with respect to clause (c) above). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of ~~Eurodollar~~ LIBOR Rate Loan or maintain outstanding affected ~~Eurodollar~~ LIBOR Rate Loans and no the Borrowers (or Administrative Borrower on behalf of Borrowers) shall have ~~the~~ no right to convert a ~~Domestic~~ Base Rate Loan or an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan into an affected type of ~~Eurodollar~~ LIBOR Rate Loan.

Appears in 1 contract

Samples: Loan and Security Agreement (Velocity Express Corp)

Basis for Determining Interest Rate Inadequate or Unfair. In the event that ~~Agent or any~~ Lender shall have determined that: (a) reasonable means do not exist for ascertaining the ~~Eurodollar~~ Daily LIBOR Rate applicable pursuant to Section 2.2 ~~hereof for any Interest Period~~hereof; or (b) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank ~~Eurodollar~~ LIBOR market, with respect to an outstanding ~~Eurodollar~~ LIBOR Rate Loan, a proposed ~~Eurodollar~~ LIBOR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a ~~Eurodollar~~ LIBOR Rate Loan; or (c) the making, maintenance or funding of any LIBOR Rate Loan has been made impracticable or unlawful by compliance by Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law); or (d) the Daily LIBOR Rate will not adequately and fairly reflect the cost to Lender of the establishment or maintenance of any LIBOR Rate Loan, then ~~Agent~~ Lxxxxx shall give Borrowing ~~Agent~~ Representative prompt ~~written,~~ written or telephonic ~~or telegraphic~~ notice of such determination. If such notice is given, (i) any such requested ~~Eurodollar~~ LIBOR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing ~~Agent~~ Representative shall notify ~~Agent~~ Lender no later than ~~10:00 a.m. (New York City time)~~ 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan, (ii) any Domestic Rate Loan or ~~Eurodollar~~ LIBOR Rate Loan which was to have been converted to an affected type of ~~Eurodollar~~ LIBOR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing ~~Agent~~ Representative shall notify ~~Agent~~Lender, no later than ~~10:00 a.m. (New York City time)~~ 1:00 p.m. two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan, and (iii) any outstanding affected ~~Eurodollar~~ LIBOR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Eurodollar Rate Loan, shall be converted into an unaffected type of Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, ~~Lenders~~ Lender shall have no obligation to make an affected type of ~~Eurodollar~~ LIBOR Rate Loan or maintain outstanding affected ~~Eurodollar~~ LIBOR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan ~~or an unaffected type of Eurodollar Rate Loan~~ into an affected type of ~~Eurodollar~~ LIBOR Rate Loan.

Appears in 1 contract

Samples: Revolving Credit, Term Loan and Security Agreement (Quality Gold Holdings, Inc.)

Appears in 1 contract

Samples: Loan and Security Agreement (Kenexa Corp)

Basis for Determining Interest Rate Inadequate or Unfair. In the event that the Administrative Agent or any Lender shall have determined that: (a) reasonable means do not exist for ascertaining the ~~Eurodollar~~ LIBOR Rate or CDOR Rate applicable pursuant to Section 2.2 ~~hereof~~ for any Interest Period; or (b) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank ~~Eurodollar~~ LIBOR market, with respect to an outstanding ~~Eurodollar~~ LIBOR Rate Loan, a proposed ~~Eurodollar~~ LIBOR Rate Loan, or a proposed conversion of a ~~Domestic~~ Base Rate Loan into a ~~Eurodollar~~ LIBOR Rate Loan; or (c) the making, maintenance or funding of any Fixed Rate Loan has been made impracticable or unlawful by compliance by the Administrative Agent or such Lender in good faith with any Requirement of Law or any interpretation or application thereof by any Governmental Authority or with any request or directive of any such Governmental Authority (whether or not having the force of law), then the Administrative Agent shall give ~~Borrowing Agent~~ the Lead Borrower prompt ~~written,~~ written or telephonic ~~or telegraphic~~ notice of such determination. If such notice is given, (i) any such requested ~~Eurodollar~~ Fixed Rate Loan shall be made as a ~~Domestic~~ Base Rate Loan, unless ~~Borrowing Agent~~ the Lead Borrower shall notify the Administrative Agent no later than 10:00 a.m. ~~(New York City time)~~ two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of ~~Eurodollar~~ Fixed Rate Loan, if any, (ii) any ~~Domestic~~ Base Rate Loan or ~~Eurodollar~~ Fixed Rate Loan which was to have been converted to an affected type of ~~Eurodollar~~ Fixed Rate Loan shall be continued as or converted into a ~~Domestic~~ Base Rate Loan, or, if ~~Borrowing Agent~~ the Lead Borrower shall notify the Administrative Agent, no later than 10:00 a.m. ~~(New York City time)~~ two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of ~~Eurodollar~~ Fixed Rate Loan, if any, and (iii) any outstanding affected ~~Eurodollar~~ Fixed Rate Loans shall be converted into a ~~Domestic~~ Base Rate Loan, or, if ~~Borrowing Agent~~ the Lead Borrower shall notify the Administrative Agent, no later than 10:00 a.m. ~~(New York City time)~~ two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected ~~Eurodollar~~ Fixed Rate Loan, shall be converted into an unaffected type of ~~Eurodollar~~ Fixed Rate Loan, if any, on the last Business Day of the then current Interest Period for such affected ~~Eurodollar~~ Fixed Rate ~~Loans~~Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Fixed Rate Loan). Until such notice has been withdrawn, the Lenders shall have no obligation to make an affected type of ~~Eurodollar~~ Fixed Rate Loan or maintain outstanding affected ~~Eurodollar~~ Fixed Rate Loans and no Borrower shall have the right to convert a ~~Domestic~~ Base Rate Loan or an unaffected type of ~~Eurodollar~~ Fixed Rate Loan into an affected type of ~~Eurodollar~~ Fixed Rate Loan.

Appears in 1 contract

Samples: Revolving Credit and Guaranty Agreement (Xerium Technologies Inc)

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (Osteotech Inc)

Basis for Determining Interest Rate Inadequate or Unfair. In the event that Administrative Agent or any Lender shall have determined that: (a) reasonable means do not exist for ascertaining the ~~Eurodollar~~ LIBOR Rate ~~applicable pursuant to Section 2.2 hereof~~ for any Interest Period; or (b) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank ~~Eurodollar~~ LIBOR market, with respect to an outstanding ~~Eurodollar~~ LIBOR Rate Loan, a proposed ~~Eurodollar~~ LIBOR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a ~~Eurodollar~~ LIBOR Rate Loan; or (c) the making, maintenance or funding of any LIBOR Rate Loan has been made impracticable or unlawful by compliance by Administrative Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law), then Administrative Agent shall give ~~Borrowing Agent~~ Borrower prompt ~~written,~~ written or telephonic ~~or telegraphic~~ notice of such determination. If such notice is given, (i) any such requested ~~Eurodollar~~ LIBOR Rate Loan shall be made as a Domestic Rate Loan, unless ~~Borrowing Agent~~ Borrower shall notify Administrative Agent no later than ~~10:00 a.m. (New York City time)~~ 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan, (ii) any Domestic Rate Loan or ~~Eurodollar~~ LIBOR Rate Loan which was to have been converted to an affected type of ~~Eurodollar~~ LIBOR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if ~~Borrowing Agent~~ Borrower shall notify Administrative Agent, no later than ~~10:00 a.m. (New York City time)~~ 1:00 p.m. two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan, and (iii) any outstanding affected ~~Eurodollar~~ LIBOR Rate Loans shall be converted into a Domestic Rate Loan, or, if ~~Borrowing Agent~~ Borrower shall notify Administrative Agent, no later than ~~10:00 a.m. (New York City time)~~ 1:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected ~~Eurodollar~~ LIBOR Rate Loan, shall be converted into an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan, on the last Business Day of the then current Interest Period for such affected ~~Eurodollar~~ LIBOR Rate ~~Loans~~Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected LIBOR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of ~~Eurodollar~~ LIBOR Rate Loan or maintain outstanding affected ~~Eurodollar~~ LIBOR Rate Loans and no Borrower shall have ~~the~~ no right to convert a Domestic Rate Loan or an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan into an affected type of ~~Eurodollar~~ LIBOR Rate Loan.

Appears in 1 contract

Samples: Term Loan Credit and Guaranty Agreement (New Enterprise Stone & Lime Co., Inc.)

Appears in 1 contract

Samples: Revolving Credit, Term Loan and Security Agreement (Aaf McQuay Inc)

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (Goodman Networks Inc)

Basis for Determining Interest Rate Inadequate or Unfair. ~~In the event that Agent or any Lender shall have determined that:~~ (a) If on or prior to the first day of any Interest Period for any Euro-Currency Borrowing, (i) subject to Section 8.1(b), the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the ~~Eurodollar~~ Adjusted London Interbank Offered Rate ~~applicable pursuant to Section 2.2 hereof~~ (including because the LIBO Screen Rate is not available or published on a current basis), for ~~any~~ such Interest Period; oror (ii) Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Loans for such Interest Period, then the Administrative Agent shall forthwith give notice thereof to the Borrowers and the Banks, whereupon until the Administrative Agent notifies the Borrowers that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Currency Loans shall be suspended. Unless any Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (A) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing, (B) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (C) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be made. (b) ~~Dollar deposits~~ Notwithstanding anything to the contrary herein or in any other Loan Document, upon the ~~relevant amount~~ occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and ~~for~~ the ~~relevant maturity are not available in~~ Borrowers may amend this Agreement to replace the London ~~interbank Eurodollar market,~~ Interbank Offered Rate with a Benchmark Replacement. Any such amendment with respect to ~~an outstanding Eurodollar Rate Loan,~~ a proposed Eurodollar Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Eurodollar Rate Loan, then Agent shall give Borrowing Agent prompt written, telephonic or telegraphic notice of such determination. If such notice is given, (i) any such requested Eurodollar Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 10:00 a.m. Benchmark Transition Event will become effective at 5:00 P.M. (New York City time) ~~two (2)~~ on the fifth Domestic Business ~~Days~~ Day after the Administrative Agent has posted such proposed amendment to all Banks and the Borrowers, so long as the Administrative Agent has not received, by such time, written notice of objection to such proposed amendment from the Required Banks; provided that, with respect to any such proposed amendment containing any SOFR-Based Rate, the Banks shall be entitled to object only to the Benchmark Replacement Adjustment contained therein. Any such amendment with respect to an Early Opt-in Election will become effective on the date that the Required Banks have delivered to the Administrative Agent written notice that such Banks accept such amendment. No replacement of the London Interbank Offered Rate with a Benchmark Replacement will occur prior to the applicable Benchmark Transition Start Date. (c) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement. (d) The Administrative Agent will promptly notify the Borrowers and the Banks of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Banks pursuant to this Section 8.1, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 8.1. (e) Upon the Borrowers’ receipt of ~~such proposed borrowing~~notice of the commencement of a Benchmark Unavailability Period, (i) any interest election request delivered pursuant to Section 2.19 that ~~its request for such borrowing~~ requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of Euro-Currency Loans shall be ~~cancelled or made as an unaffected type of Eurodollar Rate Loan~~ineffective, (ii) if any ~~Domestic Rate Loan or Eurodollar Rate Loan which was~~ Notice of Borrowing requests a Borrowing of Euro-Currency Loans, (A) if such Euro-Currency Loans are to ~~have been converted to an affected type of Eurodollar Rate Loan~~ be denominated in Dollars, such Borrowing shall be ~~continued~~ made as ~~or converted into~~ a ~~Domestic~~ Borrowing of Base Rate ~~Loan~~Loans and (B) if such Euro-Currency Loans are to be denominated in a Foreign Currency, ~~or, if~~ such Notice of Borrowing ~~Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the proposed conversion,~~ shall be ~~maintained as an unaffected type of Eurodollar Rate Loan,~~ ineffective and (iii) ~~any outstanding affected Eurodollar Rate Loans~~ all Borrowings denominated in a Foreign Currency shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Eurodollar Rate Loan, shall be converted into an unaffected type of Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate Loanpromptly repaid.

Appears in 1 contract

Samples: Credit Agreement (Trane Technologies PLC)

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (Emtec Inc/Nj)

Basis for Determining Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (a) ~~reasonable means do~~ Reasonable basis does not exist for ascertaining the Eurodollar Rate ~~applicable pursuant to Section 2.2 hereof~~ for any Interest Period; or (b) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank Eurodollar market, with respect to an outstanding Eurodollar Rate Loan, a proposed Eurodollar Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Eurodollar Rate Loan, then Agent shall give Borrowing Agent prompt ~~written,~~ written or telephonic ~~or telegraphic~~ notice of such determination. If such notice is given, (i) any such requested Eurodollar Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Eurodollar Rate Loan, (ii) any Domestic Rate Loan or Eurodollar Rate Loan which was to have been converted to an affected type of Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Eurodollar Rate Loan, shall be converted into an unaffected type of Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate Loan.

Appears in 1 contract

Samples: Term Loan Credit and Security Agreement (EVINE Live Inc.)

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (General Finance CORP)

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (Allegheny Technologies Inc)

Basis for Determining Interest Rate Inadequate or Unfair. In the event that ~~Agent or any~~ the Lender shall have determined that: (a) reasonable means do not exist for ascertaining the ~~Eurodollar~~ Libor Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or (b) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank ~~Eurodollar~~ Libor market, with respect to an outstanding ~~Eurodollar~~ Libor Rate Loan, a proposed ~~Eurodollar~~ Libor Rate Loan, or a proposed conversion of a Domestic Rate Loan into a ~~Eurodollar~~ Libor Rate Loan, then ~~Agent~~ the Lender shall give the Borrowing Agent prompt written, telephonic or telegraphic notice of such determination. If such notice is given, (i) any such requested ~~Eurodollar~~ Libor Rate Loan shall be made as a Domestic Rate Loan, unless the Borrowing Agent shall notify ~~Agent~~ the Lender no later than 10:00 a.m. (~~New York City~~ Cleveland, Ohio time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of ~~Eurodollar~~ Libor Rate Loan, (ii) any Domestic Rate Loan or ~~Eurodollar~~ Libor Rate Loan which was to have been converted to an affected type of ~~Eurodollar~~ Libor Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if the Borrowing Agent shall notify ~~Agent~~the Lender, no later than 10:00 a.m. (~~New York City~~ Cleveland, Ohio time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of ~~Eurodollar~~ Libor Rate Loan, and (iii) any outstanding affected ~~Eurodollar~~ Libor Rate Loans shall be converted into a Domestic Rate Loan, or, if the Borrowing Agent shall notify ~~Agent~~the Lender, no later than 10:00 a.m. (~~New York City~~ Cleveland, Ohio time) two (2) Business Days prior to the last Business Day of ~~the~~ then current Interest Period applicable to such affected ~~Eurodollar~~ Libor Rate Loan, shall be converted into an unaffected type of ~~Eurodollar~~ Libor Rate Loan, on the last Business Day of ~~the~~ then current Interest Period for such affected ~~Eurodollar~~ Libor Rate Loans. Until such notice has been withdrawn, ~~Lenders~~ the Lender shall have no obligation to make an affected type of ~~Eurodollar~~ Libor Rate Loan or maintain outstanding affected ~~Eurodollar~~ Libor Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of ~~Eurodollar~~ Libor Rate Loan into an affected type of ~~Eurodollar~~ Libor Rate Loan.

Appears in 1 contract

Samples: Credit and Security Agreement (Blonder Tongue Laboratories Inc)

Basis for Determining Interest Rate Inadequate or Unfair. 8.1.1 If on or prior to the first day of any Interest Period for any TXXXX Xxxxxxxxx, Administrative Agent determines in good faith that deposits in Yen (in the applicable amounts) are not being offered in the relevant market for such Interest Period, Administrative Agent shall forthwith give notice thereof to Prologis and the Lenders, whereupon until Administrative Agent notifies Prologis and the Lenders that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make TXXXX Xxxxx shall be suspended. In such event, unless the applicable Borrower notifies Administrative Agent on or before the second Business Day before, but excluding, the date of any TXXXX Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing (unless any Lender has previously advised Administrative Agent and the Borrowers that it is unable to make a Base Rate Loan and such notice has not been withdrawn, in which event Administrative Agent shall determine in good faith the appropriate rate of interest after consultation with the applicable Borrower and such Lender). If, at any time, the obligations of the Lenders to make TIBOR Loans shall be suspended pursuant to the terms of this Section 8.1.1, with respect to any Lender that has previously notified Administrative Agent and the Borrowers that it is unable to make a Base Rate Loan which notice has not been withdrawn, Prologis shall have the right, upon five Business Days’ notice to Administrative Agent, to either (x) cause a bank, reasonably acceptable to Administrative Agent, to offer to purchase the Commitments of such Lender for an amount equal to such Lender’s outstanding Loans and to become a Lender hereunder, or to obtain the agreement of one or more existing Lenders to offer to purchase the Commitments of such Lender for such amount, which offer such Lender is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Lender, together with interest and all other amounts due thereon, upon which event, such Lender’s Commitment shall be deemed to be canceled pursuant to Section 2.9(d). 8.1.2 Notwithstanding anything to the contrary in this Agreement or any ~~Lender~~ other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or Prologis or the Majority Lenders notify the Administrative Agent (with, in the case of the Majority Lenders, a copy to Prologis) that Prologis or Majority Lenders (as applicable) have determined that: (a) adequate and reasonable means do not exist for ascertaining ~~the Eurodollar Rate applicable pursuant to Section 2.2 hereof~~ TXXXX for any requested Interest ~~Period~~Period applicable to a Loan, including, without limitation, because the TIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (b) ~~Dollar deposits~~ the administrator of the TIBOR Screen Rate or a Governmental Authority having jurisdiction over such administrator or Administrative Agent has made a public statement identifying a specific date after which TXXXX or the TIBOR Screen Rate shall no longer be representative or made available, or used for determining the interest rate of loans in a Borrowing or shall otherwise cease, provided that, in each case, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent that will continue to provide such representative tenor of TXXXX is no longer representative or available permanently or indefinitely (such specific date, the “Scheduled Unavailability Date”), or (c) syndicated loans currently being executed and agented in the ~~relevant amount~~ U.S., or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace TXXXX, then, reasonably promptly after such determination by Administrative Agent or receipt by Administrative Agent of such notice, as applicable, Administrative Agent and Prologis may amend this Agreement to replace TXXXX with an alternate benchmark rate, giving due consideration to any evolving or then existing convention for similar syndicated and agented credit facilities in the U.S. and denominated in the applicable currency for such benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar credit facilities syndicated and agented in the U.S. and denominated in such currency or currencies for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by Administrative Agent from time to time in its reasonable discretion with the consent of Prologis and may be periodically updated (any such proposed rate, including for the ~~relevant maturity are~~ avoidance of doubt, any adjustment thereto, a “Successor Rate”) and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after Administrative Agent shall have posted such proposed amendment to all Lenders and Prologis unless, prior to such time, Lenders comprising the Majority Lenders have delivered to Administrative Agent written notice that such Majority Lenders do not ~~available~~ accept such amendment. Such Successor Rate shall be applied in a manner consistent with market practice; provided that to the ~~London interbank Eurodollar market~~extent such market practice is not administratively feasible for Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by Administrative Agent in consultation with Prologis. Notwithstanding anything else herein, any definition of Successor Rate shall provide that in no event shall such Successor Rate be less than zero for purposes of this Agreement. In connection with the implementation of a Successor Rate, Administrative Agent will have the right to make Successor Rate Conforming Changes from time to time following consultation with Prologis and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to ~~an outstanding Eurodollar Rate Loan~~any such amendment effected, ~~a proposed Eurodollar Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Eurodollar Rate Loan, then~~ Administrative Agent shall ~~give Borrowing Agent prompt written, telephonic or telegraphic notice of~~ post each such ~~determination~~amendment implementing such Successor Rate Conforming Changes to Prologis and the Lenders reasonably promptly after such amendment becomes effective. If such notice is given, (i) any such requested Eurodollar Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Eurodollar Rate Loan, (ii) any Domestic Rate Loan or Eurodollar Rate Loan which was to have been converted to an affected type of Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Eurodollar Rate Loan, shall be converted into an unaffected type of Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate Loan.As used above:

Appears in 1 contract

Samples: Revolving Credit Agreement (Prologis, L.P.)

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Rheometric Scientific Inc)

Basis for Determining Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: (a) reasonable means do not exist for ascertaining LIBOR or the ~~Eurodollar~~ BA Rate applicable pursuant to Section 2.2 ~~hereof~~ for any Interest Period; or (b) Dollar deposits in the relevant amount and for the relevant maturity are not available to Agent or such Lender in the London interbank ~~Eurodollar~~ market, with respect to an outstanding ~~Eurodollar~~ LIBOR Rate Loan or BA Rate Loan, a proposed ~~Eurodollar~~ LIBOR Rate ~~Loan~~Loan or BA Rate Loans, or a proposed conversion of a ~~Domestic~~ Base Rate Loan into a ~~Eurodollar~~ LIBOR Rate Loan or BA Rate Loan; or (c) the LIBOR or BA Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan or BA Rate Loan does not adequately and fairly reflect the cost to Agent or any Lender of funding such LIBOR Rate Loan or BA Rate Loan, then ~~Agent~~ Agent, on behalf of itself or at the direction of such Lender, shall give ~~Borrowing Agent~~ Administrative Borrower prompt written, telephonic or telegraphic notice of such determination. If such notice is given, (i) any such requested ~~Eurodollar~~ LIBOR Rate Loan shall be made as ~~a Domestic~~ US Base Rate ~~Loan~~Loans in the case of US Borrowers or Canadian Base Rate Loans in the case of Canadian Borrowers and any such requested BA Rate Loan shall be made as Canadian Base Rate Loans in the case of Canadian Borrowers, unless ~~Borrowing Agent~~ Administrative Borrower shall notify Agent no later than 10:00 a.m. (~~New York City~~ Chicago time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing (A) shall be ~~cancelled or~~ cancelled, (B) shall be made as ~~an unaffected type of Eurodollar~~ a LIBOR Rate Loan or BA Rate Loan, as applicable, with a different Interest Period for which LIBOR or the BA Rate can be ascertained (if such notice is given solely with respect to clause (a) above), (C) shall be made as a LIBOR Rate Loan with a different Interest Period which is available in the London interbank market to Agent or such Lender (if such notice is given solely with respect to clause (b) above) or (D) shall be made as a LIBOR Rate Loan or BA Rate Loan with a different Interest Period which does adequately and fairly reflect the cost to Agent or such Lender (if such notice is given solely with respect to clause (c) above), and (ii) any ~~Domestic~~ Base Rate Loan or ~~Eurodollar~~ LIBOR Rate Loan or BA Rate Loan which was to have been continued as or converted to an affected type of ~~Eurodollar~~ LIBOR Rate Loan or BA Rate Loan shall be continued as or converted ~~into a Domestic~~ to or continued as US Base Rate ~~Loan~~Loans or Canadian Base Rate Loans (as applicable) in the case of LIBOR Rate Loans, and Canadian Base Rate Loans in the case of BA Rate Loans, or, if ~~Borrowing Agent~~ Administrative Borrower shall notify Agent, no later than 10:00 a.m. (~~New York City~~ Chicago time) two (2) Business Days prior to the proposed conversion, such Base Rate Loan, LIBOR Rate Loan or BA Rate Loan (A) shall be ~~maintained~~ continued or converted as ~~an unaffected type of Eurodollar~~ a LIBOR Rate Loan or BA Rate Loan, with a different Interest Period for which LIBOR or the BA Rate can be ascertained (if such notice is given solely with respect to clause (a) above), (B) shall be continued or converted as a LIBOR Rate Loan with a different Interest Period which is available in the London interbank market to Agent or such Lender (if such notice is given solely with respect to clause (b) above) or (C) shall be continued or converted as a LIBOR Rate Loan or BA Rate Loan with a different Interest Period which does adequately and fairly reflect the cost to Agent or such Lender (if such notice is given solely with respect to clause (c) above), and (iii) any outstanding affected ~~Eurodollar~~ LIBOR Rate Loans or BA Rate Loans shall be ~~converted into a Domestic~~ converted, on the last day of the then-current Interest Period thereof, to US Base Rate ~~Loan~~Loans or Canadian Base Rate Loans (as applicable), in the case of LIBOR Rate Loans, and to Canadian Base Rate Loans in the case of BA Rate Loans, or, if ~~Borrowing Agent~~ Administrative Borrower shall notify Agent, no later than 10:00 a.m. (~~New York City~~ Chicago time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected ~~Eurodollar~~ LIBOR Rate Loan, BA Rate Loan, shall be converted into ~~an unaffected type of Eurodollar~~ (A) a LIBOR Rate ~~Loan, on the last Business Day of the then current~~ Loan or BA Rate Loan with a different Interest Period for which LIBOR or the BA Rate can be ascertained (if such ~~affected Eurodollar~~ notice is given solely with respect to clause (a) above), (B) a LIBOR Rate ~~Loans~~Loan with a different Interest Period which is available in the London interbank market to Agent or such Lender (if such notice is given solely with respect to clause (b) above) or (C) a LIBOR Rate Loan or BA Rate Loan with a different Interest Period which does adequately and fairly reflect the cost to Agent or such Lender (if such notice is given solely with respect to clause (c) above). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of ~~Eurodollar~~ LIBOR Rate Loan or BA Rate Loan or maintain outstanding affected ~~Eurodollar~~ LIBOR Rate Loans or BA Rate Loans and ~~no Borrower~~ Administrative Borrower, on behalf of Borrowers, shall have ~~the~~ no right to convert a ~~Domestic~~ Base Rate Loan or an unaffected type of ~~Eurodollar~~ LIBOR Rate Loan or BA Rate Loan into an affected type of ~~Eurodollar~~ LIBOR Rate Loan or BA Rate Loan.

Appears in 1 contract

Samples: Loan and Security Agreement (Castle a M & Co)

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (Sparton Corp)

Basis for Determining Interest Rate Inadequate or Unfair. 8.1.1 If on or prior to the first day of any Interest Period for any Yen LIBOR Borrowing, Administrative Agent determines in good faith that deposits in Yen (in the applicable amounts) are not being offered in the relevant market for such Interest Period, Administrative Agent shall forthwith give notice thereof to Prologis and the Lenders, whereupon until Administrative Agent notifies Prologis and the Lenders that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Yen LIBOR Loans shall be suspended. In such event, unless the applicable Borrower notifies Administrative Agent on or before the second Business Day before, but excluding, the date of any Yen LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing (unless any Lender has previously advised Administrative Agent and the Borrowers that it is unable to make a Base Rate Loan and such notice has not been withdrawn, in which event Administrative Agent shall determine in good faith the appropriate rate of interest after consultation with the applicable Borrower and such Lender). If, at any time, the obligations of the Lenders to make Yen LIBOR Loans shall be suspended pursuant to the terms of this Section 8.1.1, with respect to any Lender that has previously notified Administrative Agent and the Borrowers that it is unable to make a Base Rate Loan which notice has not been withdrawn, Prologis shall have the right, upon five Business Days’ notice to Administrative Agent, to either (x) cause a bank, reasonably acceptable to Administrative Agent, to offer to purchase the Commitments of such Lender for an amount equal to such Lender’s outstanding Loans and to become a Lender hereunder, or to obtain the agreement of one or more existing Lenders to offer to purchase the Commitments of such Lender for such amount, which offer such Lender is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Lender, together with interest and all other amounts due thereon, upon which event, such Lender’s Commitment shall be deemed to be canceled pursuant to Section 2.9(d). 8.1.2 Notwithstanding anything to the contrary in this Agreement or any ~~Lender~~ other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or Prologis or the Majority Lenders notify the Administrative Agent (with, in the case of the Majority Lenders, a copy to Prologis) that Prologis or Majority Lenders (as applicable) have determined that: (a) adequate and reasonable means do not exist for ascertaining ~~the Eurodollar Rate applicable pursuant to Section 2.2 hereof~~ Yen LIBOR for any requested Interest ~~Period~~Period applicable to a Loan, including, without limitation, because the Yen LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (b) ~~Dollar deposits~~ the administrator of the Yen LIBOR Screen Rate or a Governmental Authority having jurisdiction over Administrative Agent has made a public statement identifying a specific date after which Yen LIBOR or the Yen LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans in a Borrowing (such specific date, the “Scheduled Unavailability Date”), or (c) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace Yen LIBOR, then, reasonably promptly after such determination by Administrative Agent or receipt by Administrative Agent of such notice, as applicable, Administrative Agent and Prologis may amend this Agreement to replace Yen LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar syndicated credit facilities denominated in the ~~relevant amount and~~ applicable currency for ~~the relevant maturity are not available in the London interbank Eurodollar market, with respect to an outstanding Eurodollar Rate Loan~~such alternative benchmarks (any such proposed rate, a “Successor Rate”), together with any proposed ~~Eurodollar~~ Successor Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Eurodollar Rate Loan, then Agent shall give Borrowing Agent prompt written, telephonic or telegraphic notice of such determination. If such notice is given, Conforming Changes (ias defined below) and any such ~~requested Eurodollar Rate Loan~~ amendment shall ~~be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 10:00 a.m.~~ become effective at 5:00 p.m. (New York ~~City~~ time) ~~two (2)~~ on the fifth Business ~~Days~~ Day after Administrative Agent shall have posted such proposed amendment to all Lenders and Prologis unless, prior to such time, Lenders comprising the ~~date of~~ Majority Lenders have delivered to Administrative Agent written notice that such ~~proposed borrowing, that its request for~~ Majority Lenders do not accept such ~~borrowing~~ amendment. Such Successor Rate shall be ~~cancelled or made as an unaffected type of Eurodollar~~ applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for Administrative Agent, such Successor Rate ~~Loan, (ii) any Domestic Rate Loan or Eurodollar Rate Loan which was to have been converted to an affected type of Eurodollar Rate Loan~~ shall be ~~continued~~ applied in a manner as otherwise reasonably determined by Administrative Agent in consultation with Prologis. If no Successor Rate has been determined and the circumstances under clause (a) above exist or ~~converted into a Domestic Rate Loan~~the Scheduled Unavailability Date has occurred (as applicable), orAdministrative Agent will promptly so notify Prologis and each Lender. Thereafter, ~~if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior~~ the obligation of the Lenders to ~~the proposed conversion, shall be maintained as an unaffected type of Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate~~ make or maintain Yen LIBOR Loans shall be suspended, (to the extent of the affected Yen LIBOR Loans or Interest Periods). Upon receipt of such notice, the applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Yen LIBOR Loans in or, failing that, will be deemed to have converted such request into a ~~Domestic Rate Loan, or, if~~ request for a Borrowing ~~Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the last Business Day~~ of the then current Interest Period applicable to such affected Eurodollar Rate Loan, shall be converted into an unaffected type of Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Base Rate Loans ~~and~~ in the amount specified therein. Notwithstanding anything else herein, any definition of Successor Rate shall provide that in no ~~Borrower~~ event shall ~~have the right to convert a Domestic~~ such Successor Rate ~~Loan or an unaffected type~~ be less than zero for purposes of ~~Eurodollar Rate Loan into an affected type of Eurodollar Rate Loan.~~this Agreement. As used above:

Appears in 1 contract

Samples: Revolving Credit Agreement (Prologis, L.P.)

Basis for Determining Interest Rate Inadequate or Unfair. In the event that after the Closing Date Agent or any Lender shall have determined that: (a) reasonable means do not exist for ascertaining the Eurodollar Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or (b) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank Eurodollar market, with respect to an outstanding Eurodollar Rate Loan, a proposed Eurodollar Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Eurodollar Rate Loan, then Agent shall give ~~Borrowing Agent~~ Borrower prompt written, telephonic or telegraphic notice of such determination. If such notice is given, (i) any such requested Eurodollar Rate Loan shall be made as a Domestic Rate Loan, unless ~~Borrowing Agent~~ Borrower shall notify Agent no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Eurodollar Rate Loan, (ii) any Domestic Rate Loan or Eurodollar Rate Loan which was to have been converted to an affected type of Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if ~~Borrowing Agent~~ Borrower shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate Loans shall be converted into a Domestic Rate Loan, or, if ~~Borrowing Agent~~ Borrower shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Eurodollar Rate Loan, shall be converted into an unaffected type of Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and no Borrower shall not have the right to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate Loan.

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (Input Output Inc)

Basis for Determining Interest Rate Inadequate or Unfair. (a) In the event that Agent or any Lender shall have determined that: (ai) reasonable means do not exist for ascertaining the Eurodollar Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or (bii) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank Eurodollar market, with respect to an outstanding Eurodollar Rate Loan, a proposed Eurodollar Rate Loan, or a proposed conversion of a ~~Domestic~~ Loan accruing interest at the Base Rate into a Eurodollar Rate Loan; or (iii) the making, maintenance or funding of any Eurodollar Rate Loan ~~into a~~ has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law), or (iv) the Eurodollar Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Eurodollar Rate Loan, then Agent shall give ~~Borrowing Agent~~ Borrowers prompt ~~written,~~ written or telephonic ~~or telegraphic~~ notice of such determination. If such notice is given, (i) any such requested Eurodollar Rate Loan shall be made as a ~~Domestic Rate Loan~~Loan accruing interest at the Base Rate, unless ~~Borrowing Agent~~ Borrowers shall notify Agent no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Eurodollar Rate Loan, (ii) any ~~Domestic~~ Loan accruing interest at the Base Rate ~~Loan~~ or Eurodollar Rate Loan which was to have been converted to an affected type of Eurodollar Rate Loan shall be continued as or converted into a ~~Domestic Rate Loan~~Loan accruing interest at the Base Rate, or, if ~~Borrowing Agent~~ Borrowers shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate Loans shall be converted into a ~~Domestic Rate Loan~~Loan accruing interest at the Base Rate, or, if ~~Borrowing Agent~~ Borrowers shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Eurodollar Rate Loan, shall be converted into an unaffected type of Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and ~~no Borrower~~ Borrowers shall not have the right to convert a ~~Domestic~~ Loan accruing interest at the Base Rate ~~Loan~~ or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate Loan. (b) In the event that Agent and GSO shall have determined that the Eurodollar Rate is no longer available, then the “Eurodollar Rate” for such Interest Period shall be a successor index rate as Borrowers, Agent and GSO may determine in good faith, or if no such successor interbank rate can be agreed upon, the Applicable Rate for such Interest Period shall be the Base Rate.

Appears in 1 contract

Samples: Term Loan Credit and Security Agreement (Hudson Technologies Inc /Ny)

Basis for Determining Interest Rate Inadequate or Unfair. In the event that ~~Agent or any~~ Term B Lender shall have determined that: (a) reasonable means do not exist for ascertaining the Eurodollar Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or (b) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank Eurodollar market, with respect to an outstanding Eurodollar Rate Loan, a proposed Eurodollar Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Eurodollar Rate Loan, then ~~Agent~~ Term B Lender shall give ~~Borrowing Agent~~ Borrower prompt written, telephonic or telegraphic notice of such determination. If such notice is given, (i) any such requested Eurodollar Rate Loan shall be made as a Domestic Rate Loan, unless ~~Borrowing Agent~~ Borrower shall notify ~~Agent~~ Term B Lender no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Eurodollar Rate Loan, (ii) any Domestic Rate Loan or Eurodollar Rate Loan which was to have been converted to an affected type of Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if ~~Borrowing Agent~~ Borrower shall notify ~~Agent~~Term B Lender, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate Loans shall be converted into a Domestic Rate Loan, or, if ~~Borrowing Agent~~ Borrower shall notify ~~Agent~~Term B Lender, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Eurodollar Rate Loan, shall be converted into an unaffected type of Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, ~~Lenders~~ Term B Lender shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and no Borrower shall not have the right to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate Loan.

Appears in 1 contract

Samples: Term Loan and Security Agreement (Air Industries Group, Inc.)

Common use of Basis for Determining Interest Rate Inadequate or Unfair Clause in Contracts