Common use of BSBY Rate Loans Clause in Contracts

BSBY Rate Loans. If in connection with any request for a BSBY Rate Loan or a BSBY Daily Floating Rate Loan, as applicable or a conversion to or continuation thereof, as applicable, (A) the Lender determines (which determination shall be conclusive absent manifest error) that (x) no Successor Rate has been determined in accordance with Section 2(g)(ii) and the circumstances under clause (x) of Section 2(g)(ii) or the Scheduled Unavailability Date has occurred (as applicable) or (y) adequate and reasonable means do not otherwise exist for determining BSBY for any requested Interest Period with respect to a proposed BSBY Rate Loan or in connection with an existing or proposed Base Rate Loan or BSBY Daily Floating Rate Loan, as applicable, or (B) the Lender determines that for any reason that the BSBY Rate for any requested Interest Period with respect to a proposed BSBY Rate Loan or a BSBY Daily Floating Rate Loan does not adequately and fairly reflect the cost to the Lender of funding such BSBY Rate Loan or BSBY Daily Floating Rate Loan, as applicable, the Lender will promptly so notify the Borrower. Thereafter, (1) the obligation of the Lender to make or maintain BSBY Rate Loans or BSBY Daily Floating Rate Loans, as applicable or to convert Base Rate Loans to BSBY Rate Loans, shall be suspended (to the extent of the affected BSBY Rate Loans, BSBY Daily Floating Rate Loans or Interest Periods), and (2) in the event of a determination described in the preceding sentence with respect to the BSBY component of the Base Rate, the utilization of the BSBY Rate component in determining the Base Rate shall be suspended, in each case until the Lender revokes such notice. Upon receipt of such notice, (1) the Borrower may revoke any pending request for a Borrowing of, or conversion to, or continuation of BSBY Rate Loans or BSBY Daily Floating Rate Loans, as applicable (to the extent of the affected BSBY Rate Loans, BSBY Daily Floating Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (2) any outstanding BSBY Rate Loans and BSBY Daily Floating Rate Loans shall be deemed to have been converted to Base Rate Loans immediately at the end of their respective applicable Interest Period or payment period, as applicable. 

BSBY Rate Loans. If in connection with any request for a Each Borrowing, each conversion of Loans (other than Swing Line Loans) from one Type to the other, and each continuation of BSBY Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) a Committed Loan or Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a BSBY Daily Floating Rate LoanCommitted Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (Eastern time) two Business Days prior to the requested date of any Borrowing of, as applicable or a conversion to or continuation thereofof BSBY Rate Loans or of any conversion of BSBY Rate Loans to Base Rate Loans. Each Borrowing of, conversion to or continuation of BSBY Rate Loans shall be in the minimum amounts set forth in the Agreement for Loans denominated in Dollars and bearing interest at the Eurodollar Rate. Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of BSBY Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, (A) the Lender determines (which determination shall be conclusive absent manifest error) that (x) no Successor Rate has been determined in accordance with Section 2(g)(ii) and duration of the circumstances under clause (x) of Section 2(g)(ii) or the Scheduled Unavailability Date has occurred (as applicable) or (y) adequate and reasonable means do not otherwise exist for determining BSBY for any requested Interest Period with respect thereto. If the Borrower fails to specify a proposed BSBY Rate Type of Loan in a Committed Loan Notice or in connection with an existing if the Borrower fails to give a timely notice requesting a conversion or proposed continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loan or BSBY Daily Floating Rate Loan, as applicable, or (B) the Lender determines that for any reason that the BSBY Rate for any requested Interest Period with respect Loans. Any such automatic conversion to a proposed BSBY Rate Loan or a BSBY Daily Floating Rate Loan does not adequately and fairly reflect the cost to the Lender of funding such BSBY Rate Loan or BSBY Daily Floating Rate Loan, as applicable, the Lender will promptly so notify the Borrower. Thereafter, (1) the obligation of the Lender to make or maintain BSBY Rate Loans or BSBY Daily Floating Rate Loans, as applicable or to convert Base Rate Loans to BSBY Rate Loans, shall be suspended (to the extent effective as of the affected BSBY Rate Loans, BSBY Daily Floating Rate Loans or last day of the Interest Periods), and (2) Period then in the event of a determination described in the preceding sentence effect with respect to the BSBY component of the Base Rate, the utilization of the applicable BSBY Rate component in determining the Base Rate shall be suspended, in each case until the Lender revokes such noticeLoans. Upon receipt of such notice, (1) If the Borrower may revoke any pending request for requests a Borrowing of, or conversion to, or continuation of BSBY Rate Loans or BSBY Daily Floating Rate Loansin any such Committed Loan Notice, as applicable (but fails to the extent of the affected BSBY Rate Loansspecify an Interest Period, BSBY Daily Floating Rate Loans or Interest Periods) or, failing that, it will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (2) any outstanding BSBY Rate Loans and BSBY Daily Floating Rate Loans shall be deemed to have been converted to Base Rate Loans immediately at the end of their respective applicable an Interest Period or payment period, as applicable. of one month.

BSBY Rate Loans. If in connection with any request for a Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of BSBY Rate Loans shall be made upon the Borrower’s irrevocable notice to the Lender, which may be given by (A) telephone or (B) a Committed Loan or Notice; provided, that, any telephonic notice must be confirmed immediately by delivery to the Lender of a BSBY Daily Floating Rate LoanCommitted Loan Notice. Each such Committed Loan Notice must be received by the Lender not later than 11:00 a.m. (Eastern time) two Business Days prior to the requested date of any Borrowing of, as applicable or a conversion to or continuation thereofof BSBY Rate Loans or of any conversion of BSBY Rate Loans to Base Rate Loans. Each Borrowing of, conversion to or continuation of BSBY Rate Loans shall be in the minimum amounts set forth in the Agreement for Loans denominated in Dollars and bearing interest at the Eurocurrency Rate. Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of BSBY Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, (A) the Lender determines (which determination shall be conclusive absent manifest error) that (x) no Successor Rate has been determined in accordance with Section 2(g)(ii) and duration of the circumstances under clause (x) of Section 2(g)(ii) or the Scheduled Unavailability Date has occurred (as applicable) or (y) adequate and reasonable means do not otherwise exist for determining BSBY for any requested Interest Period with respect thereto. If the Borrower fails to specify a proposed BSBY Rate Type of Loan in a Committed Loan Notice or in connection with an existing if the Borrower fails to give a timely notice requesting a conversion or proposed continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loan or BSBY Daily Floating Rate Loan, as applicable, or (B) the Lender determines that for any reason that the BSBY Rate for any requested Interest Period with respect Loans. Any such automatic conversion to a proposed BSBY Rate Loan or a BSBY Daily Floating Rate Loan does not adequately and fairly reflect the cost to the Lender of funding such BSBY Rate Loan or BSBY Daily Floating Rate Loan, as applicable, the Lender will promptly so notify the Borrower. Thereafter, (1) the obligation of the Lender to make or maintain BSBY Rate Loans or BSBY Daily Floating Rate Loans, as applicable or to convert Base Rate Loans to BSBY Rate Loans, shall be suspended (to the extent effective as of the affected BSBY Rate Loans, BSBY Daily Floating Rate Loans or last day of the Interest Periods), and (2) Period then in the event of a determination described in the preceding sentence effect with respect to the BSBY component of the Base Rate, the utilization of the applicable BSBY Rate component in determining the Base Rate shall be suspended, in each case until the Lender revokes such noticeLoans. Upon receipt of such notice, (1) If the Borrower may revoke any pending request for requests a Borrowing of, or conversion to, or continuation of BSBY Rate Loans or BSBY Daily Floating Rate Loansin any such Committed Loan Notice, as applicable (but fails to the extent of the affected BSBY Rate Loansspecify an Interest Period, BSBY Daily Floating Rate Loans or Interest Periods) or, failing that, it will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (2) any outstanding BSBY Rate Loans and BSBY Daily Floating Rate Loans shall be deemed to have been converted to Base Rate Loans immediately at the end of their respective applicable an Interest Period or payment period, as applicable. of one month.

BSBY Rate Loans. If in connection with any request for a BSBY Rate Loan or a BSBY Daily Floating Rate Loan, as applicable or a conversion to or continuation thereof, as applicable, (A) the Lender determines (which determination shall be conclusive absent manifest error) that (x) no Successor Rate has been determined in accordance with Section 2(g)(ii) and the circumstances under clause (x) of Section 2(g)(ii) or the Scheduled Unavailability Date has occurred (as applicable) or (y) adequate and reasonable means do not otherwise exist for determining BSBY for any requested Interest Period with respect to a proposed BSBY Rate Loan or in connection with an existing or proposed Base Rate Loan or BSBY Daily Floating Rate Loan, as applicable, or (B) the Lender determines that for any reason that the BSBY Rate for any requested Interest Period with respect to a proposed BSBY Rate Loan or a BSBY Daily Floating Rate Loan does not adequately and fairly reflect the cost to the Lender of funding such BSBY Rate Loan or BSBY Daily Floating Rate Loan, as applicable, the Lender will promptly so notify the Borrower. Thereafter, (1) the obligation of the Lender to make or maintain BSBY Rate Loans or BSBY Daily Floating Rate Loans, as applicable or to convert Base Rate Loans to BSBY Rate Loans, shall be suspended (to the extent of the affected BSBY Rate Loans, BSBY Daily Floating Rate Loans or Interest Periods), and (2) in the event of a determination described in the preceding sentence with respect to the BSBY component of the Base Rate, the utilization of the BSBY Rate component in determining the Base Rate shall be suspended, in each case until the Lender revokes such notice. Upon receipt of such notice, (1) the Borrower may revoke any pending request for a Borrowing of, or conversion to, or continuation of BSBY Rate Loans or BSBY Daily Floating Rate Loans, as applicable (to the extent of the affected BSBY Rate Loans, BSBY Daily Floating Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (2) any outstanding BSBY Rate Loans and BSBY Daily Floating Rate Loans shall be deemed to have been converted to Base Rate Loans immediately at the end of their respective applicable Interest Period or payment period, as applicable. Period.