CDOR Loans. The following provisions are applicable to CDOR Loans made by the Lenders to the Borrower: (a) Upon receipt by the Agent from the Borrower of a Draw Request, Substitution Notice or Rollover Notice in respect of a CDOR Loan, the Agent will promptly advise the Borrower of the CDOR Rate, such rate to be determined as at approximately 10:15 a.m. Toronto, Ontario time, two (2) Business Days before the commencement of the CDOR Period for such CDOR Loan. (b) If, for any reason: (i) the Agent is unable to determine the applicable CDOR Rate; or (ii) the CDOR Period requested by the Borrower is not reasonably available to the Agent; or (iii) the Required Lenders, acting reasonably, determine that for any reason, (A) adequate and reasonable means do not exist for determining CDOR Rate for any requested CDOR Period with respect to a requested CDOR Loan, or (B) the CDOR Rate for any requested CDOR Period with respect to a requested CDOR Loan will not adequately and fairly reflect the cost to such Lenders of funding such CDOR Loan, then, subject to Section 5.10(e), the Agent shall notify the Borrower of the foregoing and the Lenders shall not be obliged to make the requested CDOR Loan; and if such determination takes place after the Lenders have already made Advances in the expectation that such Advances will constitute a CDOR Loan for the CDOR Period requested, the Agent may by written notice to the Borrower require the Borrower to select another CDOR Period or convert the said CDOR Loan into a Prime-Based Loan with interest payable thereon at the rate and in the manner as provided in Section 2.05 or Section 3.07 (as applicable) with respect to Prime-Based Loans. (c) The Borrower acknowledges that the ability of the Lenders to maintain or provide any CDOR Loan and/or to charge interest on any CDOR Loan at a CDOR Rate is and will be subject to any statute, law, regulation, rule or direction by any Governmental Authority having jurisdiction which may prohibit or restrict or limit such loans and/or such interest. The Borrower agrees that the Lenders shall have the right to comply with any such requirements and, if the Agent acting reasonably determines it to be necessary as a result of such requirement, the Lenders may convert any CDOR Loan to a Prime-Based Loan with interest payable thereon as set out in paragraph (a) above or require immediate repayment of all CDOR Loans and accrued interest thereon. (d) Each CDOR Loan shall have a CDOR Period of one (1) or three (3) months, subject to availability and interest on each CDOR Loan shall be payable in accordance with Section 2.05 or Section 3.07 (as applicable). DOCPROPERTY "CUS_DocIDChunk0" NATDOCS\70776052\V-4
Appears in 1 contract
Samples: Fourth Amended and Restated Credit Agreement (Village Farms International, Inc.)
CDOR Loans. The following provisions are applicable to CDOR Loans made by the Lenders to the Borrower:
(a) Upon receipt by the Agent from the Borrower of a Draw Request, Substitution Conversion Notice or Rollover Notice in respect of a CDOR Loan, the Agent will promptly advise the Borrower of the CDOR Rate, such rate to be determined as at approximately 10:15 10:00 a.m. Toronto, Ontario time, two (2) Business Days before the commencement of the CDOR Period for such CDOR Loan.
(b) If, for any reason:
(i) the Agent is unable to determine the applicable CDOR Rate; or
(ii) the CDOR Period requested by the Borrower is not reasonably available to the Agent; or
(iii) the Required Lenders, acting reasonably, determine that for any reason, (A) adequate and reasonable means do not exist for determining CDOR Rate for any requested CDOR Period with respect to a requested CDOR LoanAdvance, or (B) the CDOR Rate for any requested CDOR Period with respect to a requested CDOR Loan will not adequately and fairly reflect the cost to such Lenders of funding such CDOR Loan, then, subject to Section 5.10(e), the Agent shall notify the Borrower of the foregoing and the Lenders shall not be obliged to make the requested CDOR Loan; and if such determination takes place after the Lenders have already made Advances in the expectation that such Advances will constitute a CDOR Loan for the CDOR Period requested, the Agent may by written notice to the Borrower require the Borrower to select another CDOR Period or convert the said CDOR Loan into a Prime-Based Loan with interest payable thereon at the rate and in the manner as provided in Section 2.05 or Section 3.07 (as applicable) with respect to Prime-Based Loans.
(c) The Borrower acknowledges that the ability of the Lenders to maintain or provide any CDOR Loan and/or to charge interest on any CDOR Loan at a CDOR Rate is and will be subject to any statute, law, regulation, rule or direction by any Governmental Authority having jurisdiction which may prohibit or restrict or limit such loans and/or such interest. The Borrower agrees that the Lenders shall have the right to comply with any such requirements and, if the Agent acting reasonably determines it to be necessary as a result of such requirement, the Lenders may convert any CDOR Loan to a Prime-Based Loan with interest payable thereon as set out in paragraph (a) above or require immediate repayment of all CDOR Loans and accrued interest thereon.
(d) Each CDOR Loan shall have a CDOR Period of one (1) or ), three (3) or six (6) months, subject to availability and interest on each CDOR Loan shall be payable in accordance with Section 2.05 or Section 3.07 (as applicable).
(e) If the Agent determines (which determination shall be conclusive absent manifest error):
(i) adequate and reasonable means do not exist for ascertaining the CDOR Rate, including because the "CDOR Page" (or any substitute therefor) of Refinitiv Benchmark Services (UK) Limited (or any successor thereto or Affiliate thereof) is not available or published on a current basis for the applicable CDOR Period and such circumstances are unlikely to be temporary;
(ii) the administrator of or the supervisor for the administrator of the CDOR Rate or a Governmental Authority having jurisdiction has made a public statement identifying a specific date after which the CDOR Rate will permanently or indefinitely cease to be made available or permitted to be used for determining the interest rate of loans;
(iii) a Governmental Authority having jurisdiction has made a public statement identifying a specific date after which the CDOR Rate shall no longer be permitted to be used for determining the interest rate of loans (each such specific date in clause (ii) above and in this clause (iii) a “CDOR Scheduled Unavailability Date”); or
(iv) 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 the CDOR Rate, then promptly after such determination by the Agent, the Agent and the Borrower may mutually agree upon a successor rate to the CDOR Rate, and the Agent and the Borrower may amend this Agreement to replace the CDOR Rate 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 Canadian Dollars denominated credit facilities for such alternative benchmarks (any such proposed rate, a “CDOR Successor Rate”), together with any proposed CDOR Successor Rate conforming changes and any such amendment shall become effective at 5:00 p.m. (Toronto time) on the fifth Business Day after the Agent shall have posted such proposed amendment to the Borrower.
(f) If no CDOR Successor Rate has been determined and the circumstances under Section 5.10(e) above exist or a CDOR Scheduled Unavailability Date has occurred (as applicable), the Agent will promptly so notify the Borrower. DOCPROPERTY "CUS_DocIDChunk0" NATDOCS\70776052\V-4Thereafter, the obligation of the Lenders to make or maintain CDOR Loans shall be suspended (to the extent of the affected CDOR Loans or CDOR Periods). Upon receipt of such notice, the Borrower may revoke any pending request for a CDOR Loan or conversion to or rollover of CDOR Loans, (to the extent of the affected CDOR Loans or CDOR Periods) or, failing that, will be deemed to have converted such request into a request for a Prime-Based Loan (subject to the foregoing Section 5.10(e)) in the amount specified therein.
(g) Notwithstanding anything else herein, any definition of the CDOR Successor Rate (exclusive of any margin) shall provide that in no event shall such CDOR Successor Rate be less than zero for the purposes of this Agreement. In addition, CDOR shall not be included or referenced in the definition of Prime Rate.
Appears in 1 contract
Samples: Credit Agreement (Village Farms International, Inc.)
CDOR Loans. The following provisions are applicable to CDOR Loans made by the Lenders to the Borrower:
(a) Upon receipt by the Agent from the Borrower of a Draw Request, Substitution Notice or Rollover Notice in respect of a CDOR Loan, the Agent will promptly advise the Borrower of the CDOR Rate, such rate to be determined as at approximately 10:15 10:00 a.m. Toronto, Ontario time, two (2) Business Days before the commencement of the CDOR Period for such CDOR Loan.
(b) If, for any reason:
(i) the Agent is unable to determine the applicable CDOR Rate; or
(ii) the CDOR Period requested by the Borrower is not reasonably available to the Agent; or
(iii) the Required Lenders, acting reasonably, determine that for any reason, ,
(A) adequate and reasonable means do not exist for determining CDOR Rate for any requested CDOR Period with respect to a requested CDOR Loan, or (B) the CDOR Rate for any requested CDOR Period with respect to a requested CDOR Loan will not adequately and fairly reflect the cost to such Lenders of funding such CDOR Loan, then, subject to Section 5.10(e), the Agent shall notify the Borrower of the foregoing and the Lenders shall not be obliged to make the requested CDOR Loan; and if such determination takes place after the Lenders have already made Advances in the expectation that such Advances will constitute a CDOR Loan for the CDOR Period requested, the Agent may by written notice to the Borrower require the Borrower to select another CDOR Period or convert the said CDOR Loan into a Prime-Based Loan with interest payable thereon at the rate and in the manner as provided in Section 2.05 or Section 3.07 (as applicable) with respect to Prime-Based Loans.
(c) The Borrower acknowledges that the ability of the Lenders to maintain or provide any CDOR Loan and/or to charge interest on any CDOR Loan at a CDOR Rate is and will be subject to any statute, law, regulation, rule or direction by any Governmental Authority having jurisdiction which may prohibit or restrict or limit such loans and/or such interest. The Borrower agrees that the Lenders shall have the right to comply with any such requirements and, if the Agent acting reasonably determines it to be necessary as a result of such requirement, the Lenders may convert any CDOR Loan to a Prime-Based Loan with interest payable thereon as set out in paragraph (a) above or require immediate repayment of all CDOR Loans and accrued interest thereon.
(d) Each CDOR Loan shall have a CDOR Period of one (1) or ), three (3) or six (6) months, subject to availability and interest on each CDOR Loan shall be payable in accordance with Section 2.05 or Section 3.07 (as applicable).
(e) If the Agent determines (which determination shall be conclusive absent manifest error):
(i) adequate and reasonable means do not exist for ascertaining the CDOR Rate, including because the “CDOR Page” (or any substitute therefor) of Refinitiv Benchmark Services (UK) Limited (or any successor thereto or Affiliate thereof) is not available or published on a current basis for the applicable CDOR Period and such circumstances are unlikely to be temporary;
(ii) the administrator of or the supervisor for the administrator of the CDOR Rate or a Governmental Authority having jurisdiction has made a public statement identifying a specific date after which the CDOR Rate will permanently or indefinitely cease to be made available or permitted to be used for determining the interest rate of loans;
(iii) a Governmental Authority having jurisdiction has made a public statement identifying a specific date after which the CDOR Rate shall no longer be permitted to be used for determining the interest rate of loans (each such specific date in clause (ii) above and in this clause (iii) a “CDOR Scheduled Unavailability Date”); or
(iv) 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 the CDOR Rate, then promptly after such determination by the Agent, the Agent and the Borrower may mutually agree upon a successor rate to the CDOR Rate, and the Agent and the Borrower may amend this Agreement to replace the CDOR Rate 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 Canadian Dollars denominated credit facilities for such alternative benchmarks (any such proposed rate, a “CDOR Successor Rate”), together with any proposed CDOR Successor Rate conforming changes and any such amendment shall become effective at 5:00 p.m. (Toronto time) on the fifth Business Day after the Agent shall have posted such proposed amendment to the Borrower.
(f) If no CDOR Successor Rate has been determined and the circumstances under Section 5.10(e) above exist or a CDOR Scheduled Unavailability Date has occurred (as applicable), the Agent will promptly so notify the Borrower. DOCPROPERTY "CUS_DocIDChunk0" NATDOCS\70776052\V-4Thereafter, the obligation of the Lenders to make or maintain CDOR Loans shall be suspended (to the extent of the affected CDOR Loans or CDOR Periods). Upon receipt of such notice, the Borrower may revoke any pending request for a CDOR Loan or conversion to or rollover of CDOR Loans, (to the extent of the affected CDOR Loans or CDOR Periods) or, failing that, will be deemed to have converted such request into a request for a Prime-Based Loan (subject to the foregoing Section 5.10(e)) in the amount specified therein.
(g) Notwithstanding anything else herein, any definition of the CDOR Successor Rate (exclusive of any margin) shall provide that in no event shall such CDOR Successor Rate be less than zero for the purposes of this Agreement. In addition, CDOR shall not be included or referenced in the definition of Prime Rate.
Appears in 1 contract
Samples: Third Amended and Restated Credit Agreement (Village Farms International, Inc.)
CDOR Loans. The following provisions are applicable to CDOR Loans made by the Lenders to the Borrower:
(a) Upon receipt by the Agent from the Borrower of a Draw Request, Substitution Conversion Notice or Rollover Notice in respect of a CDOR Loan, the Agent will promptly advise the Borrower of the CDOR Rate, such rate to be determined as at approximately 10:15 10:00 a.m. Toronto, Ontario time, two (2) Business Days before the commencement of the CDOR Period for such CDOR Loan.
(b) If, for any reason:
(i) the Agent is unable to determine the applicable CDOR Rate; or
(ii) the CDOR Period requested by the Borrower is not reasonably available to the Agent; or
(iii) the Required Lenders, acting reasonably, determine that for any reason, (A) adequate and reasonable means do not exist for determining CDOR Rate for any requested CDOR Period with respect to a requested CDOR LoanAdvance, or (B) the CDOR Rate for any requested CDOR Period with respect to a requested CDOR Loan will not adequately and fairly reflect the cost to such Lenders of funding such CDOR Loan, then, subject to Section 5.10(e5.10(d), the Agent shall notify the Borrower of the foregoing and the Lenders shall not be obliged to make the requested CDOR Loan; and if such determination takes place after the Lenders have already made Advances in the expectation that such Advances will constitute a CDOR Loan for the CDOR Period requested, the Agent may by written notice to the Borrower require the Borrower to select another CDOR Period or convert the said CDOR Loan into a Prime-Based Loan with interest payable thereon at the rate and in the manner as provided in Section 2.05 or Section 3.07 (as applicable) with respect to Prime-Based Loans.
(c) The Borrower acknowledges that the ability of the Lenders to maintain or provide any CDOR Loan and/or to charge interest on any CDOR Loan at a CDOR Rate is and will be subject to any statute, law, regulation, rule or direction by any Governmental Authority having jurisdiction which may prohibit or restrict or limit such loans and/or such interest. The Borrower agrees that the Lenders shall have the right to comply with any such requirements and, if the Agent acting reasonably determines it to be necessary as a result of such requirement, the Lenders may convert any CDOR Loan to a Prime-Based Loan with interest payable thereon as set out in paragraph (a) above or require immediate repayment of all CDOR Loans and accrued interest thereon.
(d) Each CDOR Loan shall have a CDOR Period of one (1) or ), three (3) or six (6) months, subject to availability and interest on each CDOR Loan shall be payable in accordance with Section 2.05 or Section 3.07 (as applicable).
(e) If the Agent determines (which determination shall be conclusive absent manifest error):
(i) adequate and reasonable means do not exist for ascertaining the CDOR Rate, including because the "CDOR Page" (or any substitute therefor) of Refinitiv Benchmark Services (UK) Limited (or any successor thereto or Affiliate thereof) is not available or published on a current basis for the applicable CDOR Period and such circumstances are unlikely to be temporary;
(ii) the administrator of or the supervisor for the administrator of the CDOR Rate or a Governmental Authority having jurisdiction has made a public statement identifying a specific date after which the CDOR Rate will permanently or indefinitely cease to be made available or permitted to be used for determining the interest rate of loans;
(iii) a Governmental Authority having jurisdiction has made a public statement identifying a specific date after which the CDOR Rate shall no longer be permitted to be used for determining the interest rate of loans (each such specific
(i) date in clause (ii) above and in this clause (iii) a “CDOR Scheduled Unavailability Date”); or
(iv) 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 the CDOR Rate, then promptly after such determination by the Agent, the Agent and the Borrower may mutually agree upon a successor rate to the CDOR Rate, and the Agent and the Borrower may amend this Agreement to replace the CDOR Rate 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 Canadian Dollars denominated credit facilities for such alternative benchmarks (any such proposed rate, a “CDOR Successor Rate”), together with any proposed CDOR Successor Rate conforming changes and any such amendment shall become effective at 5:00 p.m. (Toronto time) on the fifth Business Day after the Agent shall have posted such proposed amendment to the Borrower.
(f) If no CDOR Successor Rate has been determined and the circumstances under Section 5.10(d) above exist or a CDOR Scheduled Unavailability Date has occurred (as applicable), the Agent will promptly so notify the Borrower. DOCPROPERTY "CUS_DocIDChunk0" NATDOCS\70776052\V-4Thereafter, the obligation of the Lenders to make or maintain CDOR Loans shall be suspended (to the extent of the affected CDOR Loans or CDOR Periods). Upon receipt of such notice, the Borrower may revoke any pending request for a CDOR Loan or conversion to or rollover of CDOR Loans, (to the extent of the affected CDOR Loans or CDOR Periods) or, failing that, will be deemed to have converted such request into a request for a Prime-Based Loan (subject to the foregoing Section 5.10(d)) in the amount specified therein.
(g) Notwithstanding anything else herein, any definition of the CDOR Successor Rate (exclusive of any margin) shall provide that in no event shall such CDOR Successor Rate be less than zero for the purposes of this Agreement. In addition, CDOR shall not be included or referenced in the definition of Prime Rate.
Appears in 1 contract
Samples: Credit Agreement (Village Farms International, Inc.)
