Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of a Disruption Event, then the affected Lender shall promptly notify the Agents and the Borrower thereof, and such Xxxxxx’s obligation to make or maintain Advances hereunder based on the applicable Benchmark shall be suspended until such time as such Lender may again make and maintain Advances based on the applicable Benchmark. (b) Upon the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain Advances based on the applicable Benchmark pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmark; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision. (c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the applicable Benchmark, or (ii) the Required Lenders determine and notify the Administrative Agent that such Benchmark with respect to such Advances does not adequately and fairly reflect the cost to such Lenders of funding such Advances, the Administrative Agent will promptly so notify the Borrower, the Collateral Agent and each Lender. Thereafter, the obligation of the Lenders to make or maintain Advances based on such Benchmark shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. (d) Upon receipt of any notice described in Section 2.11(a) or (c), the Borrower may revoke any pending request for the making or continuation of an Advance based on the Benchmark or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rate. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11.
Appears in 7 contracts
Samples: Amendment No. 2 to Facility Documents (Blue Owl Technology Income Corp.), Credit and Security Agreement (Diameter Credit Co), Credit and Security Agreement (Blue Owl Credit Income Corp.)
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of a Eurodollar Disruption Event, then the affected Lender shall promptly notify the Agents and the Borrower thereof, and such XxxxxxLender’s obligation to make or maintain Advances hereunder based on the applicable Benchmark Adjusted Eurodollar Rate shall be suspended until such time as such Lender may again make and maintain Advances based on the applicable BenchmarkAdjusted Eurodollar Rate.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain Advances based on the applicable Benchmark Adjusted Eurodollar Rate pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmarkthe Adjusted Eurodollar Rate; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative Collateral Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for the applicable BenchmarkAdvances, or (ii) the Required Lenders determine and notify the Administrative Agent that such Benchmark the Adjusted Eurodollar Rate with respect to such Advances does not adequately and fairly reflect the cost to such Lenders of funding such Advances, the Administrative Agent will promptly so notify the Borrower, the Collateral Agent and each Lender. Thereafter, the obligation of the Lenders to make or maintain Advances based on such Benchmark the Adjusted Eurodollar Rate shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) Upon receipt of any notice described in Section 2.11(a) or (c), the Borrower may revoke any pending request for the making or continuation of an Advance based on the Benchmark or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rate. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11.
Appears in 4 contracts
Samples: Credit and Security Agreement (Business Development Corp of America), Credit and Security Agreement (FS Investment Corp II), Credit and Security Agreement (TICC Capital Corp.)
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of that it becomes unlawful for a Disruption EventLender to (i) honor its obligation to make Eurodollar Rate Advances hereunder, or (ii) maintain Eurodollar Rate Advances hereunder, then the affected such Lender shall promptly notify the Agents and the Borrower thereofthereof (with a copy to DBRS), and such XxxxxxLender’s obligation to make or maintain Eurodollar Rate Advances hereunder based on the applicable Benchmark shall be suspended until such time as such Lender may again make and maintain Eurodollar Rate Advances, and such Lender’s outstanding Eurodollar Rate Advances based shall be automatically converted into Base Rate Advances on the applicable Benchmarkdate that such Lender shall specify to the Agents and the Borrower.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain Eurodollar Rate Advances based on the applicable Benchmark pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such BenchmarkEurodollar Rate Advances; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, If prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicablePeriod, either (i) the Administrative Calculation Agent determines that for any reason adequate and reasonable means do not exist for determining the applicable BenchmarkLIBOR for such Interest Accrual Period for any Eurodollar Rate Advances, or (ii) the Required Lenders determine Facility Agent determines and notify notifies the Administrative Calculation Agent that such Benchmark the Eurodollar Rate with respect to such Interest Accrual Period for any Eurodollar Rate Advances does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Advances, the Administrative Calculation Agent will promptly so notify the Borrower, the Collateral Agent Agents, each Lender and each LenderDBRS. Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Advances based on such Benchmark shall be suspended until the Administrative Facility Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) Upon receipt of any notice described in Section 2.11(a) or (c), the Borrower may revoke any pending request for the making or continuation of an Advance based on the Benchmark or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rate. For the avoidance of doubt, no and all outstanding Eurodollar Rate Advances shall be required converted into Base Rate Advances on the date that the Facility Agent shall specify to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11the Borrower.
Appears in 3 contracts
Samples: Credit and Security Agreement (TPG Specialty Lending, Inc.), Revolving Credit and Security Agreement (TPG Specialty Lending, Inc.), Revolving Credit and Security Agreement (TPG Specialty Lending, Inc.)
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of a Benchmark Disruption Event, then the affected Lender shall promptly notify the Agents Administrative Agent and the Borrower thereof, and such Xxxxxx’s obligation to make or maintain Advances hereunder based on the applicable Adjusted Benchmark Rate shall be suspended until such time as such Lender may again make and maintain Advances based on the Adjusted Benchmark Rate and the Advances of each Interest Accrual Period in which such Person owns an interest shall either (1) if such Lender may lawfully continue to maintain such Advances at the Adjusted Benchmark Rate until the last day of the applicable BenchmarkInterest Accrual Period, be reallocated on the last day of such Interest Accrual Period to another Interest Accrual Period in respect of which the Advances allocated thereto accrues interest determined other than with respect to the Adjusted Benchmark Rate or (2) if such Lender shall determine that it may not lawfully continue to maintain such Advances at the Adjusted Benchmark Rate until the end of the applicable Interest Accrual Period, such Xxxxxx’s share of the Advances allocated to such Interest Accrual Period shall be deemed to accrue interest at the Base Rate from the effective date of such notice until the end of such Interest Accrual Period.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain Advances based on the applicable Adjusted Benchmark Rate pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmarkthe Adjusted Benchmark Rate; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the Benchmark for the applicable BenchmarkAdvances, or (ii) the Required Lenders determine and notify the Administrative Agent that such the Adjusted Benchmark Rate with respect to such Advances does not adequately and fairly reflect the cost to such Lenders of funding such Advances, the Administrative Agent will promptly so notify the Borrower, the Collateral Agent Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Advances based on such the Adjusted Benchmark Rate shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) Upon receipt of any notice described in Section 2.11(a) or (c), the Borrower may revoke any pending request for the making or continuation of an Advance based on the Benchmark or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rate. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11.
Appears in 3 contracts
Samples: Revolving Credit and Security Agreement (Bill.com Holdings, Inc.), Revolving Credit and Security Agreement (Sezzle Inc.), Revolving Credit and Security Agreement, Limited Guaranty and Indemnity Agreement, Servicing Agreement (Sezzle Inc.)
Illegality; Inability to Determine Rates. (a1) Notwithstanding If any other provision in this AgreementLender determines that any Law has made it unlawful, in the event of a Disruption Eventor that any Governmental Authority has asserted that it is unlawful, then the affected for any Lender shall promptly notify the Agents and the Borrower thereof, and such Xxxxxx’s obligation or its applicable lending office to make or maintain Advances hereunder any Accommodations, or to determine or charge interest rates based upon any particular rate (other than any applicable default rate to the extent the same is not chargeable under Law) or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits as U.S. Dollars in the London interbank market (other than any applicable Benchmark default rate to the extent the same is not chargeable under Law), then, on notice thereof by such Lender to the applicable Borrower through the Administrative Agent, any obligation of such Lender with respect to the activity that is unlawful shall be suspended until such time as such Lender may again make notifies the Administrative Agent and maintain Advances based on the applicable Benchmark.
(b) Upon Borrower that the occurrence of any event circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the applicable Borrower shall, upon demand from such Lender (with a Lender’s suspending its obligation copy to make the Administrative Agent), prepay or, if conversion would avoid the activity that is unlawful, convert any Accommodations, or maintain Advances based take any necessary steps with respect to any Documentary Credit in order to avoid the activity that is unlawful. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the applicable Benchmark pursuant to Section 2.11(a), such amount so prepaid or converted. Each Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) agrees to designate a different lending office if such designation would enable will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. If any Lender determines, acting reasonably, that any applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender to again make hold or benefit from an Encumbrance over real property pursuant to any Law of the United States or any state thereof, such Lender may notify the Administrative Agent and maintain Advances based on disclaim any benefit of such Benchmarksecurity interest to the extent of such illegality; provided provided, that such designation is made on determination or disclaimer shall not invalidate or render unenforceable such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with Encumbrance for the object of avoiding future consequence of the event giving rise to the operation benefit of any such provisionother Lender.
(c2) If, prior to If the first day of any Interest Accrual Period Majority Lenders or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines determine that for any reason in connection with any request for a LIBOR Advance or a conversion to or continuation thereof that (a) U.S. Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such LIBOR Advance, (b) adequate and reasonable means do not exist for determining the applicable BenchmarkEurodollar Rate for any requested Interest Period with respect to a proposed LIBOR Advance, or (iic) the Required Lenders determine and notify the Administrative Agent that such Benchmark Eurodollar Rate for any requested Interest Period with respect to such Advances a proposed LIBOR Advance does not adequately and fairly reflect the cost to such Lenders of funding such AdvancesLoan, the Administrative Agent will promptly so notify the Borrower, the Collateral Agent applicable Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Advances based on such Benchmark shall be suspended until the Administrative Agent (upon the instruction of the Required Majority Lenders) revokes such notice.
(d) . Upon receipt of any notice described in Section 2.11(a) or (c)such notice, the applicable Borrower may revoke any pending request for the making a Borrowing of, conversion to or continuation of an Advance based on the Benchmark LIBOR Advances or, failing that, will be deemed to have converted such request into a request for an Advance based on a Borrowing of ABR Advances in the Base Rate. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11amount specified therein.
Appears in 3 contracts
Samples: Credit Agreement (Open Text Corp), Credit Agreement (Open Text Corp), Credit Agreement (Open Text Corp)
Illegality; Inability to Determine Rates. (a) Notwithstanding If any other provision in this AgreementLender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted Daily Simple SOFR Rate or the Adjusted Term SOFR Rate, or to determine or charge interest rates based upon the Adjusted Daily Simple SOFR Rate or the Adjusted Term SOFR Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the event of a Disruption Eventapplicable interbank market (each an “Affected SOFR Loan”), then the affected (i) such Lender shall promptly notify the Agents and give written notice of such circumstances to the Borrower thereofthrough the Administrative Agent, which notice shall be withdrawn whenever such circumstances no longer exist, (ii) the obligation of such Lender hereunder to make Affected SOFR Loans, continue Affected SOFR Loans as such and to convert a Base Rate Loan to an Affected SOFR Loan shall forthwith be cancelled and, until such Xxxxxx’s obligation time as it shall no longer be unlawful for such Lender to make or maintain Advances hereunder based such Affected SOFR Loans, such Lender shall then have a commitment only to make a Base Rate Loan when an Affected SOFR Loan is requested, and (iii) such Lender’s Loans then outstanding as Affected SOFR Loans, if any, shall be converted automatically to Base Rate Loans (A) with respect to any Term SOFR Loans, on the applicable Benchmark respective last days of the then current Interest Periods or within such earlier period as required by Law and (B) with respect to any Daily Simple SOFR Loans, immediately. If any such conversion or prepayment of an Affected SOFR Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall be suspended until such time as pay to such Lender such amounts, if any, as may again make and maintain Advances based on the applicable Benchmarkbe required pursuant to Section 3.05.
(b) Upon If the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain Advances based on the applicable Benchmark pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmark; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines Required Lenders determine that for any reason adequate and reasonable means do not exist in connection with any request for determining a SOFR Loan or a conversion to or continuation thereof that the applicable Benchmark, or (ii) the Required Lenders determine and notify the Administrative Agent that such Benchmark Adjusted Term SOFR Rate for any requested Interest Period with respect to such Advances a proposed Term SOFR Loan or the Adjusted Daily Simple SOFR Rate with respect to a proposed Daily Simple SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such AdvancesLoan, the Administrative Agent will promptly so notify the Borrower, the Collateral Agent Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Advances based on such Benchmark a SOFR Loans of the affected Type shall be suspended (to the extent of the affected SOFR Loan or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Adjusted Daily Simple SOFR Rate, the utilization of the Adjusted Daily Simple SOFR Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) . Upon receipt of any notice described in Section 2.11(a) or (c)such notice, the Borrower may revoke any pending request for the making a Borrowing of, conversion to or continuation of an Advance based on SOFR Loans of the Benchmark affected Type or, failing that, will be deemed to have converted such request into a request for an Advance based on a Borrowing of Base Rate Loans in the Base Rate. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11amount specified therein.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Agree Realty Corp), Term Loan Agreement (Agree Realty Corp), Term Loan Agreement (Agree Realty Corp)
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of that it becomes unlawful for a Disruption EventLender to (i) honor its obligation to make Eurodollar Rate Advances hereunder, or (ii) maintain Eurodollar Rate Advances hereunder, then the affected such Lender shall promptly notify the Agents and the Borrower thereof, and such XxxxxxLender’s obligation to make or maintain Eurodollar Rate Advances hereunder based on the applicable Benchmark shall be suspended until such time as such Lender may again make and maintain Eurodollar Rate Advances, and such Lender’s outstanding Eurodollar Rate Advances based shall be automatically converted into Base Rate Advances on the applicable Benchmarkdate that such Lender shall specify to the Agents and the Borrower.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain Eurodollar Rate Advances based on the applicable Benchmark pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such BenchmarkEurodollar Rate Advances; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, If prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicablePeriod, either (i) the Administrative Calculation Agent determines that for any reason adequate and reasonable means do not exist for determining the applicable BenchmarkLIBOR for such Interest Accrual Period for any Eurodollar Rate Advances, or (ii) the Required Lenders determine Facility Agent determines and notify notifies the Administrative Calculation Agent that such Benchmark the Eurodollar Rate with respect to such Interest Accrual Period for any Eurodollar Rate Advances does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Advances, the Administrative Calculation Agent will promptly so notify the Borrower, the Collateral Agent Manager, the Agents and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Advances based on such Benchmark shall be suspended until the Administrative Facility Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) Upon receipt of any notice described in Section 2.11(a) or (c), the Borrower may revoke any pending request for the making or continuation of an Advance based on the Benchmark or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rate. For the avoidance of doubt, no and all outstanding Eurodollar Rate Advances shall be required converted into Base Rate Advances on the date that the Facility Agent shall specify to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11the Borrower.
Appears in 3 contracts
Samples: Credit and Security Agreement (TCW Direct Lending VII LLC), Credit and Security Agreement (TCW Direct Lending VII LLC), Credit and Security Agreement (TCW Direct Lending VII LLC)
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of a Benchmark Disruption Event, then the affected Lender shall promptly notify the Agents Administrative Agent and the Borrower thereof, and such XxxxxxLender’s obligation to make or maintain Advances hereunder based on the applicable Adjusted Benchmark Rate shall be suspended until such time as such Lender may again make and maintain Advances based on the Adjusted Benchmark Rate and the Advances of each Interest Accrual Period in which such Person owns an interest shall either (1) if such Lender may lawfully continue to maintain such Advances at the Adjusted Benchmark Rate until the last day of the applicable BenchmarkInterest Accrual Period, be reallocated on the last day of such Interest Accrual Period to another Interest Accrual Period in respect of which the Advances allocated thereto accrues interest determined other than with respect to the Adjusted Benchmark Rate or (2) if such Lender shall determine that it may not lawfully continue to maintain such Advances at the Adjusted Benchmark Rate until the end of the applicable Interest Accrual Period, such Lender’s share of the Advances allocated to such Interest Accrual Period shall be deemed to accrue interest at the Base Rate from the effective date of such notice until the end of such Interest Accrual Period.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain Advances based on the applicable Adjusted Benchmark Rate pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmarkthe Adjusted Benchmark Rate; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the Benchmark for the applicable BenchmarkAdvances, or (ii) the Required Lenders determine and notify the Administrative Agent that such the Adjusted Benchmark Rate with respect to such Advances does not adequately and fairly reflect the cost to such Lenders of funding such Advances, the Administrative Agent will promptly so notify the Borrower, the Collateral Agent Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Advances based on such the Adjusted Benchmark Rate shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) Upon receipt of any notice described in Section 2.11(a) or (c), the Borrower may revoke any pending request for the making or continuation of an Advance based on the Benchmark or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rate. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11.
Appears in 3 contracts
Samples: Revolving Credit and Security Agreement (Sezzle Inc.), Revolving Credit and Security Agreement (Sezzle Inc.), Revolving Credit and Security Agreement (Sezzle Inc.)
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of a Eurodollar Disruption Event, then the affected Lender shall promptly notify the Agents and the Borrower thereof, and such XxxxxxLender’s obligation to make or maintain Advances hereunder based on the applicable Benchmark Adjusted Eurodollar Rate shall be suspended until such time as such Lender may again make and maintain Advances based on the applicable BenchmarkAdjusted Eurodollar Rate.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending suspension of its obligation to make or maintain Advances based on the applicable Benchmark Adjusted Eurodollar Rate pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, shall use reasonable efforts (subject to overall policy considerations the customary practices of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmarkthe Adjusted Eurodollar Rate; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for the applicable BenchmarkAdvances, or (ii) the Required Lenders determine and notify the Administrative Agent that such Benchmark the Adjusted Eurodollar Rate with respect to such Advances does not adequately and fairly reflect the cost to such Lenders of funding such AdvancesAdvances (provided that each such Lender has generally made a similar determination with respect to its other borrowers under facilities bearing interest at an index based on LIBOR), the Administrative Agent will promptly so notify the Borrower, the Collateral Agent Agent, the Collateral Administrator and each Lender. Thereafter, the obligation of the Lenders to make or maintain Advances based on such Benchmark the Adjusted Eurodollar Rate shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) Upon receipt of any notice described in Section 2.11(a) or (c), the Borrower may revoke any pending request for the making or continuation of an Advance based on the Benchmark or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rate. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11.
Appears in 3 contracts
Samples: Revolving Credit and Security Agreement (Monroe Capital Income Plus Corp), Revolving Credit and Security Agreement (Monroe Capital Income Plus Corp), Revolving Credit and Security Agreement (Monroe Capital Income Plus Corp)
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of a Disruption Event, then the affected Lender shall promptly notify the Agents and the Borrower thereof, and such XxxxxxLender’s obligation to make or maintain Advances hereunder based on the applicable Benchmark shall be suspended until such time as such Lender may again make and maintain Advances based on the applicable Benchmark.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain Advances based on the applicable Benchmark pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmark; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the applicable Benchmark, or (ii) the Required Lenders determine and notify the Administrative Agent that such Benchmark with respect to such Advances does not adequately and fairly reflect the cost to such Lenders of funding such Advances, the Administrative Agent will promptly so notify the Borrower, the Collateral Agent and each Lender. Thereafter, the obligation of the Lenders to make or maintain Advances based on such Benchmark shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) Upon receipt of any notice described in Section 2.11(a) or (c), the Borrower may revoke any pending request for the making or continuation of an Advance based on the Benchmark or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rate. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11.
Appears in 2 contracts
Samples: Credit and Security Agreement (Apollo Debt Solutions BDC), Credit and Security Agreement (Apollo Debt Solutions BDC)
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of a Benchmark Disruption Event, then the affected Lender shall promptly notify the Agents Administrative Agent and the Borrower thereof, and such Xxxxxx’s obligation to make or maintain Advances hereunder based on the applicable Adjusted Benchmark Rate shall be suspended until such time as such Lender may again make and maintain Advances based on the Adjusted Benchmark Rate and the Advances of each interest accrual period in which such Person owns an interest shall either (1) if such Lender may lawfully continue to maintain such Advances at the Adjusted Benchmark Rate until the last day of the applicable Benchmarkinterest accrual period, be reallocated on the last day of such interest accrual period to another interest accrual period in respect of which the Advances allocated thereto accrues interest determined other than with respect to the Adjusted Benchmark Rate or (2) if such Lender shall determine that it may not lawfully continue to maintain such Advances at the Adjusted Benchmark Rate until the end of the applicable interest accrual period, such Xxxxxx’s share of the Advances allocated to such interest accrual period shall be deemed to accrue interest at the Base Rate from the effective date of such notice until the end of such interest accrual period.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain Advances based on the applicable Adjusted Benchmark Rate pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmarkthe Adjusted Benchmark Rate; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Period interest accrual period or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the Benchmark for the applicable BenchmarkAdvances, or (ii) the Required Lenders determine and notify the Administrative Agent that such the Adjusted Benchmark Rate with respect to such Advances does not adequately and fairly reflect the cost to such Lenders of funding such Advances, the Administrative Agent will promptly so notify the Borrower, the Collateral Agent Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Advances based on such the Adjusted Benchmark Rate shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) Upon receipt of any notice described in Section 2.11(a) or (c), the Borrower may revoke any pending request for the making or continuation of an Advance based on the Benchmark or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rate. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11.
Appears in 2 contracts
Samples: Revolving Credit and Security Agreement (Sezzle Inc.), Revolving Credit and Security Agreement (Sezzle Inc.)
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of a Disruption Event, then the affected Lender shall promptly notify the Agents and the Borrower thereof, and such XxxxxxLender’s obligation to make or maintain Advances hereunder based on the applicable Benchmark Adjusted Eurodollar Rate shall be suspended until such time as such Lender may again make and maintain Advances based on the applicable BenchmarkAdjusted Eurodollar Rate.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain Advances based on the applicable Benchmark Adjusted Eurodollar Rate pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmarkthe Adjusted Eurodollar Rate; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for the applicable BenchmarkAdvances, or (ii) the Required Lenders determine and notify the Administrative Agent that such Benchmark the Adjusted Eurodollar Rate with respect to such Advances does not adequately and fairly reflect the cost to such Lenders of funding such Advances, the Administrative Agent will promptly so notify the Borrower, the Collateral Agent and each Lender. Thereafter, the obligation of the Lenders to make or maintain Advances based on such Benchmark the Adjusted Eurodollar Rate shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) Upon receipt of any notice described in Section 2.11(a) or (c), the Borrower may revoke any pending request for the making or continuation of an Advance based on the Benchmark Adjusted Eurodollar Rate) or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rate. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11.
Appears in 2 contracts
Samples: Credit and Security Agreement (CION Investment Corp), Credit and Security Agreement (CION Investment Corp)
Illegality; Inability to Determine Rates. (a1) Notwithstanding If any other provision in this AgreementLender determines that any Law has made it unlawful, in the event of a Disruption Eventor that any Governmental Authority has asserted that it is unlawful, then the affected for any Lender shall promptly notify the Agents and the Borrower thereof, and such Xxxxxx’s obligation or its applicable lending office to make or maintain Advances hereunder any Accommodations, or to determine or charge interest rates based upon any particular rate (other than any applicable default rate to the extent the same is not chargeable under Law) or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits as U.S. Dollars in the London interbank market (other than any applicable Benchmark default rate to the extent the same is not chargeable under Law), then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender with respect to the activity that is unlawful shall be suspended until such time as such Lender may again make notifies the Administrative Agent and maintain Advances based on the applicable Benchmark.
(b) Upon Borrower that the occurrence of any event circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a Lender’s suspending its obligation copy to make the Administrative Agent), prepay or, if conversion would avoid the activity that is unlawful, convert any Accommodations, or maintain Advances based take any necessary steps in order to avoid the activity that is unlawful. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the applicable Benchmark pursuant to Section 2.11(a), such amount so prepaid or converted. Each Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) agrees to designate a different lending office if such designation would enable will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. If any Lender determines, acting reasonably, that any applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender to again make hold or benefit from an Encumbrance over real property pursuant to any Law of the United States or any state thereof, such Lender may notify the Administrative Agent and maintain Advances based on disclaim any benefit of such Benchmarksecurity interest to the extent of such illegality; provided provided, that such designation is made on determination or disclaimer shall not invalidate or render unenforceable such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with Encumbrance for the object of avoiding future consequence of the event giving rise to the operation benefit of any such provisionother Lender.
(c2) If, prior to If the first day of any Interest Accrual Period Majority Lenders or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines determine that for any reason in connection with any request for a LIBOR Advance or a conversion to or continuation thereof that (a) U.S. Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such LIBOR Advance, (b) adequate and reasonable means do not exist for determining the applicable BenchmarkEurodollar Rate for any requested Interest Period with respect to a proposed LIBOR Advance, or (iic) the Required Lenders determine and notify the Administrative Agent that such Benchmark Eurodollar Rate for any requested Interest Period with respect to such Advances a proposed LIBOR Advance does not adequately and fairly reflect the cost to such Lenders of funding such AdvancesLoan, the Administrative Agent will promptly so notify the Borrower, the Collateral Agent Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Advances based on such Benchmark shall be suspended until the Administrative Agent (upon the instruction of the Required Majority Lenders) revokes such notice.
(d) . Upon receipt of any notice described in Section 2.11(a) or (c)such notice, the Borrower may revoke any pending request for the making a Borrowing of, conversion to or continuation of an Advance based on the Benchmark LIBOR Advances or, failing that, will be deemed to have converted such request into a request for an Advance based on a Borrowing of ABR Advances in the Base Rate. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11amount specified therein.
Appears in 2 contracts
Samples: Credit Agreement (Open Text Corp), Credit Agreement (Open Text Corp)
Illegality; Inability to Determine Rates. (a) Notwithstanding If any other provision Lender determines that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender to make, maintain, issue, fund or participate in this Agreementany Advance that will bear interest based on LIBOR determined pursuant to clause (a) of the definition thereof (or to otherwise charge interest or fees based on such LIBOR), or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the event London interbank market, then, on notice thereof by such Lender to Agent, any obligation of a Disruption Eventsuch Lender to perform such obligations, then the affected Lender shall promptly notify the Agents and the Borrower thereofto make, and maintain, fund or participate in such Xxxxxx’s obligation Advance (or to make otherwise charge interest or maintain Advances hereunder fees based on LIBOR determined in accordance with clause (a) of the applicable Benchmark definition thereof), LIBOR shall be suspended determined in accordance with clause (b) of the definition thereof until such time as Lender notifies Agent that the circumstances giving rise to such Lender may again make and maintain Advances based on the applicable Benchmarkdetermination no longer exist.
(b) Upon the occurrence of Agent will promptly notify Borrower Agent and Lenders if, in connection with any event giving rise Revolving Loan or request with respect to a Lender’s suspending its obligation to make or maintain Advances based on the applicable Benchmark pursuant to Section 2.11(a)Revolving Loan, such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lendera) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmark; provided Agent determines that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) Dollar deposits are not being offered to banks in the Administrative Agent determines that London interbank Eurodollar market for any reason the applicable Revolving Loan amount or interest period, or (ii) adequate and reasonable means do not exist for determining LIBOR pursuant to clause (a) of the applicable Benchmark, definition thereof; or (iib) the Agent or Required Lenders determine and notify for any reason that LIBOR determined in accordance with clause (a) of the Administrative Agent that such Benchmark with respect to such Advances definition thereof does not adequately and fairly reflect the cost to such Lenders of funding such Advances, the Administrative Agent will promptly so notify the Borrower, the Collateral Agent and each Lenderor maintaining Revolving Loans. Thereafter, the obligation LIBOR shall be determined in accordance with clause (b) of the Lenders to make or maintain Advances based on such Benchmark shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such noticedefinition thereof.
(d) Upon receipt of any notice described in Section 2.11(a) or (c), the Borrower may revoke any pending request for the making or continuation of an Advance based on the Benchmark or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rate. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11.
Appears in 2 contracts
Samples: Loan and Security Agreement (Regional Management Corp.), Loan and Security Agreement (Regional Management Corp.)
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of that it becomes unlawful for a Disruption EventLender to (i) honor its obligation to make CP Rate Advances or Eurodollar Rate Advances hereunder, or (ii) maintain CP Rate Advances or Eurodollar Rate Advances hereunder, then the affected such Lender shall promptly notify the Agents and the Borrower thereofthereof (with a copy to DBRS), and such Xxxxxx’s Lender's obligation to make or maintain CP Rate Advances or Eurodollar Rate Advances hereunder based on the applicable Benchmark shall be suspended until such time as such Lender may again make and maintain CP Rate Advances based or Eurodollar Rate Advances, and such Lender's outstanding CP Rate Advances or Eurodollar Rate Advances shall be automatically converted into Base Rate Advances on the applicable Benchmarkdate that such Lender shall specify to the Agents and the Borrower. Promptly after the reason for such suspension no longer applies, the Lender shall send written notice to the Facility Agent, the Collateral Agent and the Borrower, at which time, as soon as reasonably practicable after such Lender has specified to the Facility Agent, the Collateral Agent and the Borrower that it may again make and maintain such Advances, all outstanding Base Rate Advances shall be converted back into CP Rate Advances or Eurodollar Rate Advances, as applicable.
(b) Upon the occurrence of any event giving rise to a Lender’s 's suspending its obligation to make or maintain CP Rate Advances based on the or Eurodollar Rate Advances, as applicable Benchmark pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain CP Rate Advances based on such Benchmarkor Eurodollar Rate Advances ,as applicable; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) IfUpon the occurrence of any event giving rise to a Lender's suspending its obligation to make or maintain CP Rate Advances or Eurodollar Rate Advances, the Borrower shall have the right to replace such Lender (the "Replaced Lender") with one or more other assignees meeting the requirements set forth in Section 12.06 hereof and whose obligation to make or maintain CP Rate Advances or Eurodollar Rate Advances is not suspended (collectively, the "Replacement Lender"), provided that (i) all fees and expenses incurred by the Replaced Lender in connection with such assignment shall be paid by the Borrower and (ii) the Replacement Lender shall acquire all of the Commitments and outstanding Advances of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the principal of, and all accrued interest on, all outstanding Advances of the Replaced Lender and all related fees and expenses in connection with the Facility Documents.
(d) If prior to the first day of any Interest Accrual Period or prior to the date of any AdvancePeriod, as applicable, either (i) the Administrative Lender determines and notifies the Calculation Agent determines that for any reason adequate and reasonable means do not exist for determining the applicable Benchmarkrate for such Interest Accrual Period for any CP Rate Advances or Eurodollar Rate Advances, or (ii) the Required Lenders determine Facility Agent determines and notify notifies the Administrative Calculation Agent that such Benchmark the CP Rate or Eurodollar Rate with respect to such Interest Accrual Period for any CP Rate Advances or Eurodollar Rate Advances, as applicable does not adequately and fairly reflect the cost to such Lenders Lender of funding such CP Rate Advances or Eurodollar Rate Advances, the Administrative Calculation Agent will promptly so notify the Borrower, the Collateral Agent Agents, each Lender and each LenderDBRS. Thereafter, the obligation of the Lenders Lender to make or maintain CP Rate Advances based on such Benchmark or Eurodollar Rate Advances, as applicable, shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) Lender or Facility Agent, as applicable revokes such notice.
(d) Upon receipt of any notice described in Section 2.11(a) , and all outstanding CP Rate Advances or (c)Eurodollar Rate Advances, as applicable, shall be converted into Base Rate Advances on the date that such Lender or Facility Agent, as applicable, shall specify to the Borrower. Promptly After the reason for such suspension no longer applies, the Borrower may revoke any pending request for Lender or Facility Agent, as applicable, shall send written notice to the making or continuation of an Advance based on Borrower, the Benchmark orFacility Agent, failing thatthe Collateral Agent, will be deemed to have converted such request into a request for an Advance based on the Calculation Agent and each Lender, at which time, as soon as reasonably practicable thereafter, all outstanding Base Rate. For the avoidance of doubt, no Rate Advances shall be required to be repaid converted back into CP Rate Advances or Eurodollar Rate Advances, as a result of any circumstance or determination made pursuant to this Section 2.11applicable.
Appears in 2 contracts
Samples: Credit and Security Agreement (WhiteHorse Finance, Inc.), Credit and Security Agreement (WhiteHorse Finance, Inc.)
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of a Eurodollar Disruption Event, then the affected Lender shall promptly notify the Agents and the Borrower thereof, and such XxxxxxLender’s obligation to make or maintain Advances hereunder based on the applicable Benchmark Adjusted Eurodollar Rate shall be suspended until such time as such Lender may again make and maintain Advances based on the applicable BenchmarkAdjusted Eurodollar Rate.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain Advances based on the applicable Benchmark Adjusted Eurodollar Rate pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmarkthe Adjusted Eurodollar Rate; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative Agent Collateral Administrator determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for the applicable BenchmarkAdvances, or (ii) the Required Lenders determine and notify the Administrative Agent that such Benchmark the Adjusted Eurodollar Rate with respect to such Advances does not adequately and fairly reflect the cost to such Lenders of funding such Advances, the Administrative Agent will promptly so notify the Borrower, the Collateral Agent Administrator and each Lender. Thereafter, the obligation of the Lenders to make or maintain Advances based on such Benchmark the Adjusted Eurodollar Rate shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) Upon receipt of any notice described in Section 2.11(a) or (c), the Borrower may revoke any pending request for the making or continuation of an Advance based on the Benchmark or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rate. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11.
Appears in 2 contracts
Samples: Revolving Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.), Revolving Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.)
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of a Eurodollar Disruption Event, then the affected Lender shall promptly notify the Agents and the Borrower thereof, and such XxxxxxLender’s obligation to make or maintain Advances hereunder based on the applicable Benchmark Adjusted Eurodollar Rate shall be suspended until such time as such Lender may again make and maintain Advances based on the applicable BenchmarkAdjusted Eurodollar Rate.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain Advances based on the applicable Benchmark Adjusted Eurodollar Rate pursuant to Section 2.11(a2.12(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmarkthe Adjusted Eurodollar Rate; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for the applicable BenchmarkAdvances, or (ii) the Required Lenders determine and notify the Administrative Agent that such Benchmark the Adjusted Eurodollar Rate with respect to such Advances does not adequately and fairly reflect the cost to such Lenders of funding such Advances, the Administrative Agent will promptly so notify the Borrower, the Collateral Agent and each Lender. Thereafter, the obligation of the Lenders to make or maintain Advances based on such Benchmark the Adjusted Eurodollar Rate shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) Upon receipt of any notice described in Section 2.11(a) or (c), the Borrower may revoke any pending request for the making or continuation of an Advance based on the Benchmark or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rate. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11.
Appears in 2 contracts
Samples: First Omnibus Amendment (Pennantpark Investment Corp), Revolving Credit and Security Agreement (Pennantpark Investment Corp)
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of a Eurodollar Disruption Event, then the affected Lender shall promptly notify the Agents and the Borrower thereof, and such XxxxxxLender’s obligation to make or maintain Advances hereunder based on the applicable Benchmark Adjusted Eurodollar Rate shall be suspended until such time as such Lender may again make and maintain Advances based on the applicable BenchmarkAdjusted Eurodollar Rate.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending 's suspension of its obligation to make or maintain Advances based on the applicable Benchmark Adjusted Eurodollar Rate pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, shall use reasonable efforts (subject to overall policy considerations the customary practices of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmarkthe Adjusted Eurodollar Rate; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for the applicable BenchmarkAdvances, or (ii) the Required Lenders determine and notify the Administrative Agent that such Benchmark the Adjusted Eurodollar Rate with respect to such Advances does not adequately and fairly reflect the cost to such Lenders of funding such AdvancesAdvances (provided that each such Lender has generally made a similar determination with respect to its other borrowers under facilities bearing interest at an index based on LIBOR), the Administrative Agent will promptly so notify the Borrower, the Collateral Agent Agent, the Collateral Administrator and each Lender. Thereafter, the obligation of the Lenders to make or maintain Advances based on such Benchmark the Adjusted Eurodollar Rate shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) Upon receipt of any notice described in Section 2.11(a) or (c), the Borrower may revoke any pending request for the making or continuation of an Advance based on the Benchmark or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rate. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Monroe Capital Income Plus Corp)
Illegality; Inability to Determine Rates. (a) Notwithstanding If any other provision in this AgreementLender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its Lending Office to make, maintain or fund Loans whose interest is determined by reference to LIBOR, or to determine or charge interest rates based upon LIBOR, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the event London interbank market, then, on notice thereof by such Lender to Borrower through Administrative Agent, (i) any obligation of a Disruption Event, then the affected such Lender shall promptly notify the Agents and the Borrower thereof, and such Xxxxxx’s obligation to make or maintain Advances hereunder based on the applicable Benchmark continue LIBOR Loans or to convert Base Rate Loans to LIBOR Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the LIBOR component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by Administrative Agent without reference to the LIBOR component of the Base Rate, in each case until such time as Lender notifies Administrative Agent and Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) Borrower shall, upon demand from such Lender (with a copy to Administrative Agent), prepay or, if applicable, convert all LIBOR Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by Administrative Agent without reference to the LIBOR component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may again make lawfully continue to maintain such LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBOR Loans and maintain Advances (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon LIBOR, Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the LIBOR component thereof until Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon LIBOR. Upon any such prepayment or conversion, Borrower shall also pay accrued interest on the applicable Benchmarkamount so prepaid or converted.
(b) Upon the occurrence of If in connection with any event giving rise request for a LIBOR Loan or a conversion to a Lender’s suspending its obligation to make or maintain Advances based on the applicable Benchmark pursuant to Section 2.11(a)continuation thereof, such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lendera) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmark; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank market for any reason the applicable amount and Interest Period of such LIBOR Loan, or (ii) adequate and reasonable means do not exist for determining the applicable BenchmarkLIBOR for any requested Interest Period with respect to a proposed LIBOR Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a) (i) above, “Impacted Loans”), or (iib) the Required affected Lenders determine and notify the Administrative Agent determine(s) that such Benchmark for any reason LIBOR for any requested Interest Period with respect to such Advances a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such AdvancesLIBOR Loan, the Administrative Agent will promptly so notify the Borrower, the Collateral Agent Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Advances based on such Benchmark LIBOR Loans shall be suspended (to the extent of the affected LIBOR Loans or Interest Periods) and (y) in the event of a determination described in the preceding sentence with respect to the LIBOR component of the Base Rate, the utilization of the LIBOR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) affected Lenders revokes such notice.
(d) . Upon receipt of any notice described in Section 2.11(a) or (c)such notice, the Borrower may revoke any pending request for the making a borrowing of, conversion to or continuation of an Advance based on LIBOR Loans (to the Benchmark extent of the affected LIBOR 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. Notwithstanding the foregoing, if Administrative Agent has made the determination described in clause (a) (i) of this section, Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an Advance alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this section, (2) Administrative Agent or the applicable affected Lender notifies Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such affected Lender of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the Base Rate. For authority of such Lender to do any of the avoidance foregoing and provides Administrative Agent and Borrower written notice thereof.
(c) If due to any Change in Law it is unlawful for such Lender or its Lending Office to make, maintain or fund any Loan hereunder, then, on notice thereof by such Lender to Borrower through Administrative Agent, any obligation of doubt, no Advances such Lender to make or continue Loans hereunder shall be required suspended until such Lender notifies Administrative Agent and Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, Borrower shall, upon demand (which demand shall be repaid as made only to the extent needed to comply with such Change in Law) from such Lender (with a result of any circumstance or determination made pursuant copy to this Section 2.11Administrative Agent), prepay such Loans immediately.
Appears in 1 contract
Samples: Revolving Loan Agreement (Goldman Sachs MLP Income Opportunities Fund)
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of a Benchmark Disruption Event, then the affected Lender shall promptly notify the Agents Administrative Agent and the Borrower thereof, and such XxxxxxLender’s obligation to make or maintain Advances hereunder based on the applicable Adjusted Benchmark Rate shall be suspended until such time as such Lender may again make and maintain Advances based on the Adjusted Benchmark Rate and the Advances of each Interest Accrual Period in which such Person owns an interest shall either (1) if such Lender may lawfully continue to maintain such Advances at the Adjusted Benchmark Rate until the last day of the applicable BenchmarkInterest Accrual Period, be reallocated on the last day of such Interest Accrual Period to another Interest Accrual Period in respect of which the Advances allocated thereto accrues interest determined other than with respect to the Adjusted Benchmark Rate or (2) if such Lender shall determine that it may not lawfully continue to maintain such Advances at the Adjusted Benchmark Rate until the end of the applicable Interest Accrual Period, such Lender’s share of the Advances allocated to such Interest Accrual Period shall be deemed to accrue interest at the Base Rate from the effective date of such notice until the end of such Interest Accrual Period.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain Advances based on the applicable Adjusted Benchmark Rate pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmark; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the applicable Benchmark, or (ii) the Required Lenders determine and notify the Administrative Agent that such Benchmark with respect to such Advances does not adequately and fairly reflect the cost to such Lenders of funding such Advances, the Administrative Agent will promptly so notify the Borrower, the Collateral Agent and each Lender. Thereafter, the obligation of the Lenders to make or maintain Advances based on such Benchmark shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) Upon receipt of any notice described in Section 2.11(a) or (c), the Borrower may revoke any pending request for the making or continuation of an Advance based on the Benchmark or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rate. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11.Section
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Sezzle Inc.)
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of a Disruption Event, then the affected Lender shall promptly notify the Agents and the Borrower thereof, and such XxxxxxLender’s obligation to make or maintain Advances hereunder based on the applicable Benchmark Adjusted Eurodollar Rate shall be suspended until such time as such Lender may again make and maintain Advances based on the applicable BenchmarkAdjusted Eurodollar Rate.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain Advances based on the applicable Benchmark Adjusted Eurodollar Rate pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmarkthe Adjusted Eurodollar Rate; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for the applicable BenchmarkAdvances, or (ii) the Required Lenders determine and notify the Administrative Agent that such Benchmark the Adjusted Eurodollar Rate with respect to such Advances does not adequately and fairly reflect the cost to such Lenders of funding such Advances, the Administrative Agent will promptly so notify the Borrower, the Collateral Agent and each Lender. Thereafter, the obligation of the Lenders to make or maintain Advances based on such Benchmark the Adjusted Eurodollar Rate shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) Upon receipt of any notice described in Section 2.11(a) or (c), the Borrower may revoke any pending request for the making or continuation of an Advance based on the Benchmark Adjusted Eurodollar Rate or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rate. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11.
Appears in 1 contract
Samples: Credit and Security Agreement (Blackstone Private Credit Fund)
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of a Benchmark Disruption Event, then the affected Lender shall promptly notify the Agents Administrative Agent and the Borrower thereof, and such Xxxxxx’s obligation to make or maintain Advances hereunder based on the applicable Adjusted Benchmark Rate shall be suspended until such time as such Lender may again make and maintain Advances based on the Adjusted Benchmark Rate and the Advances of each Interest Accrual Period in which such Person owns an interest shall either (1) if such Lender may lawfully continue to maintain such Advances at the Adjusted Benchmark Rate until the last day of the applicable BenchmarkInterest Accrual Period, be reallocated on the last day of such Interest Accrual Period to another Interest Accrual Period in respect of which the Advances allocated thereto accrues interest determined other than with respect to the Adjusted Benchmark Rate or (2) if such Lender shall -50- determine that it may not lawfully continue to maintain such Advances at the Adjusted Benchmark Rate until the end of the applicable Interest Accrual Period, such Xxxxxx’s share of the Advances allocated to such Interest Accrual Period shall be deemed to accrue interest at the Base Rate from the effective date of such notice until the end of such Interest Accrual Period.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain Advances based on the applicable Adjusted Benchmark Rate pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmarkthe Adjusted Benchmark Rate; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the Benchmark for the applicable BenchmarkAdvances, or (ii) the Required Lenders determine and notify the Administrative Agent that such the Adjusted Benchmark Rate with respect to such Advances does not adequately and fairly reflect the cost to such Lenders of funding such Advances, the Administrative Agent will promptly so notify the Borrower, the Collateral Agent Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Advances based on such the Adjusted Benchmark Rate shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) Upon receipt of any notice described in Section 2.11(a) or (c), the Borrower may revoke any pending request for the making or continuation of an Advance based on the Benchmark or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rate. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (BILL Holdings, Inc.)
Illegality; Inability to Determine Rates. (a) Notwithstanding If any other provision in this AgreementLender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the event of a Disruption Eventapplicable interbank market (each an “Affected Eurodollar Rate Loan”), then the affected (a) such Lender shall promptly notify the Agents and give written notice of such circumstances to the Borrower thereofthrough the Administrative Agent, which notice shall be withdrawn whenever such circumstances no longer exist, (b) the obligation of such Lender hereunder to make Affected Eurodollar Rate Loans, continue Affected Eurodollar Rate Loans as such and to convert a Base Rate Loan to an Affected Eurodollar Rate Loan shall forthwith be cancelled and, until such Xxxxxx’s obligation time as it shall no longer be unlawful for such Lender to make or maintain Advances hereunder based such Affected Eurodollar Rate Loans, such Lender shall then have a commitment only to make a Base Rate Loan when an Affected Eurodollar Rate Loan is requested, and (c) such Lender’s Loans then outstanding as Affected Eurodollar Rate Loans, if any, shall be converted automatically to Base Rate Loans on the applicable Benchmark respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by Law. If any such conversion or prepayment of an Affected Eurodollar Rate Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall be suspended until such time as pay to such Lender such amounts, if any, as may again make and maintain Advances based on the applicable Benchmarkbe required pursuant to Section 3.05.
(b) Upon If the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain Advances based on the applicable Benchmark pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmark; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines Required Lenders determine that for any reason adequate and reasonable means do in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (i) Dollar deposits are not exist being offered to banks in the London interbank eurodollar market for determining the applicable Benchmark, amount and Interest Period of such Eurodollar Rate Loan or (ii) the Required Lenders determine and notify the Administrative Agent that such Benchmark Eurodollar Rate for any requested Interest Period with respect to such Advances a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such AdvancesLoan, the Administrative Agent will promptly so notify the Borrower, the Collateral Agent Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Advances based on such Benchmark Eurodollar Rate Loans shall be suspended suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) . Upon receipt of any notice described in Section 2.11(a) or (c)such notice, the Borrower may revoke any pending request for the making a Borrowing of, conversion to or continuation of an Advance based on the Benchmark Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for an Advance based on a Borrowing of Base Rate Loans in the Base Rate. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11amount specified therein.
Appears in 1 contract
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of a Disruption Event, then the affected Lender shall promptly notify the Agents and the Borrower thereof, and such XxxxxxLender’s obligation to make or maintain Advances hereunder based on the applicable Benchmark shall be suspended until such time as such Lender may again make and maintain Advances based on the applicable Benchmark.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain Advances based on the applicable Benchmark pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such the Benchmark; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR RateTerm SOFR for the applicable BenchmarkAdvances, or (ii) the Required Lenders determine and notify the Administrative Agent that such the Benchmark with respect to such Advances does not adequately and fairly reflect the cost to such Lenders of funding such Advances, the Administrative Agent will promptly so notify the Borrower, the Collateral Agent and each Lender. Thereafter, the obligation of the Lenders to make or maintain Advances based on such the Benchmark shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) Upon receipt of any notice described in Section 2.11(a) or (c), the Borrower may revoke any pending request for the making or continuation of an Advance based on the Benchmark or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rate. For .
(e) If the avoidance of doubt, no Advances shall be required LIBOR RateTerm SOFR is not available or published on a current basis and such circumstances are unlikely to be repaid as temporary or the administrator of ICE LIBORTerm SOFR Administrator or a result Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which such LIBORTerm SOFR Reference Rate shall no longer be made available, the Administrative Agent and the Borrower shall cooperate in good faith to amend this Agreement to replace the LIBOR RateTerm SOFR with an alternative floating reference rate that is generally used in U.S. credit markets for similar types of any circumstance or determination made pursuant credit facilities and make such other related changes to this Agreement as the Administrative Agent and the Borrower may mutually determine to be appropriate; provided that the Administrative Agent shall not charge any amendment fee in connection with an amendment to this Agreement under this Section 2.112.11(e).
Appears in 1 contract
Samples: Credit and Security Agreement (Cim Real Estate Finance Trust, Inc.)
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of a Disruption Event, then the affected Lender shall promptly notify the Agents and the Borrower thereof, and such XxxxxxLender’s obligation to make or maintain Advances hereunder based on the applicable Benchmark Adjusted Eurodollar RateBenchmark shall be suspended until such time as such Lender may again make and maintain Advances based on the applicable BenchmarkAdjusted Eurodollar RateBenchmark.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain Advances based on the applicable Benchmark Adjusted Eurodollar RateBenchmark pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmarkthe Adjusted Eurodollar RateBenchmark; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for the applicable BenchmarkAdvances, or (ii) the Required Lenders determine and notify the Administrative Agent that such Benchmark the Adjusted Eurodollar RateBenchmark with respect to such Advances does not adequately and fairly reflect the cost to such Lenders of funding such Advances, the Administrative Agent will promptly so notify the Borrower, the Collateral Agent and each Lender. Thereafter, the obligation of the Lenders to make or maintain Advances based on such Benchmark the Adjusted Eurodollar RateBenchmark shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) Upon receipt of any notice described in Section 2.11(a) or (c), the Borrower may revoke any pending request for the making or continuation of an Advance based on the Benchmark Adjusted Eurodollar RateBenchmark or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rate. For .
(e) If the avoidance of doubt, no Advances shall be required LIBOR Rate is not available or published on a current basis and such circumstances are unlikely to be repaid as temporary or the administrator of ICE LIBOR or a result Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which such LIBOR Rate shall no longer be made available, the Administrative Agent and the Borrower shall cooperate in good faith to amend this Agreement to replace the LIBOR Rate with an alternative floating reference rate that is generally used in U.S. credit markets for similar types of any circumstance or determination made pursuant credit facilities and make such other related changes to this Agreement as the Administrative Agent and the Borrower may mutually determine to be appropriate; provided that the Administrative Agent shall not charge any amendment fee in connection with an amendment to this Agreement under this Section 2.112.11(e).
Appears in 1 contract
Samples: Credit and Security Agreement (Cim Real Estate Finance Trust, Inc.)
Illegality; Inability to Determine Rates. (a1) Notwithstanding If any other provision in this AgreementLender determines that any Law has made it unlawful, in the event of a Disruption Eventor that any Governmental Authority has asserted that it is unlawful, then the affected for any Lender shall promptly notify the Agents and the Borrower thereof, and such Xxxxxx’s obligation or its - 101 - LEGAL_1:80104424.8 applicable lending office to make or maintain Advances hereunder any Accommodations, or to determine or charge interest rates based upon any particular rate (other than any applicable default rate to the extent the same is not chargeable under Law) or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits as U.S. Dollars in the London interbank market (other than any applicable Benchmark default rate to the extent the same is not chargeable under Law), then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender with respect to the activity that is unlawful shall be suspended until such time as such Lender may again make notifies the Administrative Agent and maintain Advances based on the applicable Benchmark.
(b) Upon Borrower that the occurrence of any event circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a Lender’s suspending its obligation copy to make the Administrative Agent), prepay or, if conversion would avoid the activity that is unlawful, convert any Accommodations, or maintain Advances based take any necessary steps in order to avoid the activity that is unlawful. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the applicable Benchmark pursuant to Section 2.11(a), such amount so prepaid or converted. Each Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) agrees to designate a different lending office if such designation would enable will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. If any Lender determines, acting reasonably, that any applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender to again make hold or benefit from an Encumbrance over real property pursuant to any Law of the United States or any state thereof, such Lender may notify the Administrative Agent and maintain Advances based on disclaim any benefit of such Benchmarksecurity interest to the extent of such illegality; provided provided, that such designation is made on determination or disclaimer shall not invalidate or render unenforceable such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with Encumbrance for the object of avoiding future consequence of the event giving rise to the operation benefit of any such provisionother Lender.
(c2) If, prior to If the first day of any Interest Accrual Period Majority Lenders or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines determine that for any reason in connection with any request for a LIBOR Advance or a conversion to or continuation thereof that (a) U.S. Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such LIBOR Advance, (b) adequate and reasonable means do not exist for determining the applicable BenchmarkEurodollar Rate for any requested Interest Period with respect to a proposed LIBOR Advance, or (iic) the Required Lenders determine and notify the Administrative Agent that such Benchmark Eurodollar Rate for any requested Interest Period with respect to such Advances a proposed LIBOR Advance does not adequately and fairly reflect the cost to such Lenders of funding such AdvancesLoan, the Administrative Agent will promptly so notify the Borrower, the Collateral Agent Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Advances based on such Benchmark shall be suspended until the Administrative Agent (upon the instruction of the Required Majority Lenders) revokes such notice.
(d) . Upon receipt of any notice described in Section 2.11(a) or (c)such notice, the Borrower may revoke any pending request for the making a Borrowing of, conversion to or continuation of an Advance based on the Benchmark LIBOR Advances or, failing that, will be deemed to have converted such request into a request for an Advance based on a Borrowing of ABR Advances in the Base Rateamount specified therein. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11- 102 - LEGAL_1:80104424.
Appears in 1 contract
Samples: Credit Agreement (Open Text Corp)
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of a Eurodollar Disruption Event, then the affected Lender shall promptly notify the Agents Administrative Agent and the Borrower thereof, and such XxxxxxLender’s obligation to make or maintain Advances hereunder based on the applicable Benchmark Adjusted Eurodollar Rate shall be suspended until such time as such Lender may again make and maintain Advances based on the applicable BenchmarkAdjusted Eurodollar Rate.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain Advances based on the applicable Benchmark Adjusted Eurodollar Rate pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, shall use commercially reasonable efforts (subject to overall policy considerations the customary practices of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmarkthe Adjusted Eurodollar Rate; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for the applicable BenchmarkAdvances, or (ii) the Required Lenders determine and notify the Administrative Agent that such Benchmark the Adjusted Eurodollar Rate with respect to such Advances does not adequately and fairly reflect the cost to such Lenders of funding such AdvancesAdvances (provided that each such Lender has generally made a similar determination with respect to its other borrowers under facilities bearing interest at an index based on the London interbank offered rate), the Administrative Agent will promptly so notify the Borrower, the Collateral Agent Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Advances based on such Benchmark the Adjusted Eurodollar Rate shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) Upon receipt of any notice described in Section 2.11(a) or (c), the Borrower may revoke any pending request for the making or continuation of an Advance based on the Benchmark or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rate. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Newtek Business Services Corp.)
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of a LIBOR Disruption Event, then the affected Lender shall promptly notify the Agents Facility Agent and the Borrower thereof, and such XxxxxxLender’s obligation to make or maintain Advances hereunder based on the applicable Benchmark Adjusted LIBOR Rate shall be suspended until such time as such Lender may again make and maintain Advances based on the Adjusted LIBOR Rate and the Advances of each Interest Accrual Period in which such Person owns an interest shall either (1) if such Lender may lawfully continue to maintain such Advances at the Adjusted LIBOR Rate until the last day of the applicable BenchmarkInterest Accrual Period, be reallocated on the last day of such Interest Accrual Period to another Interest Accrual Period in respect of which the Advances allocated thereto accrues interest determined other than with respect to the Adjusted LIBOR Rate or (2) if such Lender shall determine that it may not lawfully continue to maintain such Advances at the Adjusted LIBOR Rate until the end of the applicable Interest Accrual Period, such Lender’s share of the Advances allocated to such Interest Accrual Period shall be deemed to accrue interest at the Base Rate from the effective date of such notice until the end of such Interest Accrual Period.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain Advances based on the applicable Benchmark Adjusted LIBOR Rate pursuant to Section 2.11(a2.10(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmarkthe Adjusted LIBOR Rate; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative Facility Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for the applicable BenchmarkAdvances, or (ii) the Required Lenders determine and notify the Administrative Facility Agent that such Benchmark the Adjusted LIBOR Rate with respect to such Advances does not adequately and fairly reflect the cost to such Lenders of funding such Advances, the Administrative Facility Agent will promptly so notify the Borrower, the Collateral Agent Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Advances based on such Benchmark the Adjusted LIBOR Rate shall be suspended until the Administrative Facility Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) Upon receipt of any notice described in Section 2.11(a) or (c), the Borrower may revoke any pending request for the making or continuation of an Advance based on the Benchmark or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rate. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Upstart Holdings, Inc.)
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of a Disruption Event, then the affected Lender shall promptly notify the Agents and the Borrower thereof, and such Xxxxxx’s obligation to make or maintain Advances hereunder based on the applicable Benchmark shall be suspended until such time as such Lender may again make and maintain Advances based on the applicable Benchmark.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain Advances based on the applicable Benchmark pursuant Subject to Section 2.11(a)2.18, such Lender willif, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmark; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either the Administrative Agent determines:
(ia) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Term SOFR cannot be determined pursuant to the definition thereof, or
(b) the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining LIBOR for the applicable Benchmark, Advancesin connection with any request for an Advance or (ii) the Required Lenders determine and notify the Administrative Agent a conversion thereto or a continuation thereof that such Benchmark Term SOFR for any requested Interest Accrual Period with respect to such Advances a proposed Advance does not adequately and fairly reflect the cost to such Lenders of funding making and maintaining such AdvancesAdvance, the Administrative Agent will promptly so notify the Borrower, the Collateral Agent and each Lender; provided that each such Lender has made a similar determination with respect to similarly situated borrowers in similar facilities. Thereafter, the . Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make or maintain Advances based on such Benchmark with reference to Term SOFR shall be suspended (to the extent of the affected Advances or affected Interest Accrual Periods) until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
. (d) it being understood that the occurrence of any such event shall not require repayment of any Advances). Upon receipt of any notice described in Section 2.11(asuch notice, (i) or (c), the Borrower may revoke any pending request for the making borrowing of, conversion to or continuation of an Advance based on Advances (to the Benchmark extent of the affected Advances or affected Interest Accrual Periods) or, failing that, will be deemed to have converted such request into a request for an Advance based Advances in the amount specified therein bearing interest at a rate per annum equal to the Base Rate plus the Applicable Margin and (ii) any outstanding affected Advances will be deemed to have been converted into Advances bearing interest at a rate per annum equal to the Base Rate plus the Applicable Margin at the end of the applicable Interest Accrual Period. Upon any such conversion, the Borrower shall also pay accrued interest on the Base Rate. For the avoidance of doubtamount so converted, no Advances shall be required to be repaid as a result of together with any circumstance or determination made pursuant to this applicable breakage payments under Section 2.11.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Blackstone Secured Lending Fund)
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of a Disruption Event, then the affected Lender shall promptly notify the Agents and the Borrower thereof, and such XxxxxxLender’s obligation to make or maintain Advances hereunder based on the applicable Benchmark shall be suspended until such time as such Lender may again make and maintain Advances based on the applicable Benchmark.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain Advances based on the applicable any Benchmark pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmark; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for the applicable BenchmarkAdvances, or (ii) the Required Lenders determine and notify the Administrative Agent that such the Benchmark with respect to such Advances does not adequately and fairly reflect the cost to such Lenders of funding such Advances, the Administrative Agent will promptly so notify the Borrower, the Collateral Agent and each Lender. Thereafter, the obligation of the Lenders to make or maintain Advances based on such the Benchmark shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) Upon receipt of any notice described in Section 2.11(a) or (c), the Borrower may revoke any pending request for the making or continuation of an Advance based on the Benchmark or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rate. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11.
Appears in 1 contract
Samples: Credit and Security Agreement (Blackstone Private Credit Fund)
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of a Currency Disruption Event, then the affected Lender shall promptly notify the Agents Administrative Agent, the Collateral Agent and the Borrower thereof, and such XxxxxxLender’s obligation to make or maintain Advances hereunder based on the applicable Benchmark Adjusted Term SOFR, Daily Simple XXXXX, CDOR Rate, EURIBOR Rate or any successor rate, as applicable, shall be suspended until such time as such Lender may again make and maintain Advances based on the applicable BenchmarkAdjusted Term SOFR, Daily Simple XXXXX, CDOR Rate, EURIBOR Rate or any successor rate, as applicable.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain Advances based on the applicable Benchmark Adjusted Term SOFR, Daily Simple XXXXX, CDOR Rate, EURIBOR Rate or any successor rate, as applicable, pursuant to Section 2.11(a2.22(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such BenchmarkAdjusted Term SOFR, Daily Simple XXXXX, CDOR Rate, EURIBOR Rate or any successor rate, as applicable; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Remittance Period or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining Adjusted Term SOFR, Daily Simple XXXXX, CDOR Rate, EURIBOR Rate or any successor rate, as applicable, for the applicable BenchmarkAdvances, or (ii) the Required Lenders determine and notify the Administrative Agent that such Benchmark Adjusted Term SOFR, Daily Simple XXXXX, CDOR Rate, EURIBOR Rate or any successor rate, as applicable, with respect to such Advances does not adequately and fairly reflect the cost to such Lenders of funding such Advances, the Administrative Agent will promptly so notify the Borrower, the Collateral Agent and each Lender. Thereafter, the obligation of the Lenders to make or maintain Advances based on such Benchmark Adjusted Term SOFR, Daily Simple XXXXX, CDOR Rate, EURIBOR Rate or any successor rate, as applicable, shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) Upon receipt of any notice described in Section 2.11(a2.22(a) or (c), the Borrower may revoke any pending request for the making or continuation of an Advance based on the Benchmark Adjusted Term SOFR, Daily Simple XXXXX, CDOR Rate, EURIBOR Rate or any successor rate, as applicable, or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base RateBenchmark (Dollar). For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.112.22.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Apollo Debt Solutions BDC)
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of a Disruption Event, then the affected Lender shall promptly notify the Agents and the Borrower thereof, and such Xxxxxx’s obligation to make or maintain Advances hereunder based on the applicable Benchmark affected by such Disruption Event shall be suspended until such time as such Lender may again make and maintain Advances based on the applicable such Benchmark.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain Advances based on the applicable Benchmark pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmark; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the applicable Benchmark, or (ii) the Required Lenders determine and notify the Administrative Agent that such Benchmark with respect to such Advances does not adequately and fairly reflect the cost to such Lenders of USActive 59109857.15 funding such Advances, the Administrative Agent will promptly so notify the Borrower, the Collateral Agent and each Lender. Thereafter, the obligation of the Lenders to make or maintain Advances based on such Benchmark shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) Upon receipt of any notice described in Section 2.11(a) or (c), the Borrower may revoke any pending request for the making or continuation of an Advance based on the Benchmark or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rate. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11.
Appears in 1 contract
Samples: Credit and Security Agreement (LGAM Private Credit LLC)
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision If the Lender determines (which determination shall be final and conclusive) that, by reason of circumstances affecting the eurodollar market generally, deposits in this Agreement, dollars (in the event of a Disruption Eventapplicable amounts) are not being offered to banks in the eurodollar market for the selected term, or adequate means do not exist for ascertaining the LIBOR Rate, then the affected Lender shall promptly notify give notice thereof to the Agents and Borrower. Thereafter, until the Lender notifies the Borrower thereofthat the circumstances giving rise to such suspension no longer exist, (i) the availability of the LIBOR Rate shall be suspended, and such Xxxxxx’s obligation to make or maintain Advances hereunder based (ii) the interest rate for all amounts outstanding under the Loans shall be converted on the applicable Benchmark shall be suspended until such time as such Lender may again make and maintain Advances based on first Business Day of the applicable Benchmarknext calendar month to a rate of interest per annum equal to the Base Rate plus the Base Rate Margin.
(b) Upon In addition, if the occurrence Lender shall determine (which determination shall be final and conclusive) that any enactment, promulgation or adoption of or any Change in Law or any change in the interpretation or administration thereof by a Governmental Authority charged with the interpretation or administration thereof, or compliance by the Lender with any guideline, request or directive (whether or not having the force of Law) of any event giving rise to a Lender’s suspending its obligation such Governmental Authority shall make it unlawful or impossible for the Lender to make or maintain Advances or fund loans based on the applicable Benchmark pursuant to Section 2.11(a)LIBOR Rate, such the Lender will, if requested by shall notify the Borrower, use reasonable efforts (subject to overall policy considerations . Upon receipt of such Lender) to designate a different lending office if such designation would enable such notice, until the Lender to again make and maintain Advances based on such Benchmark; provided notifies the Borrower that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event circumstances giving rise to the operation of any such provision.
(c) Ifdetermination no longer apply, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines that for any reason adequate availability of the LIBOR Rate shall be suspended, and reasonable means do not exist for determining the applicable Benchmark, or (ii) the Required Lenders determine and notify interest rate on all amounts outstanding under the Administrative Agent that such Benchmark with respect Loans shall be converted to such Advances does not adequately and fairly reflect a rate of interest per annum equal to the cost to such Lenders of funding such Advances, Base Rate plus the Administrative Agent will promptly so notify Base Rate Margin either (A) on the Borrower, the Collateral Agent and each Lender. Thereafter, the obligation first Business Day of the Lenders next calendar month, if the Lender may lawfully continue to make maintain or maintain Advances based on such Benchmark shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) Upon receipt of any notice described in Section 2.11(a) or (c), the Borrower may revoke any pending request for the making or continuation of an Advance fund loans based on the Benchmark orLIBOR Rate to such day, failing that, will be deemed or (B) immediately if the Lender may not lawfully continue to have converted such request into a request for an Advance maintain or fund loans based on the Base LIBOR Rate. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11.
Appears in 1 contract
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of a Disruption Event, then the affected Lender shall promptly notify the Agents and the Borrower thereof, and such Xxxxxx’s obligation to make or maintain Advances hereunder based on the applicable Benchmark Adjusted EurodollarInterest Rate shall be suspended until such time as such Lender may again make and maintain Advances based on the applicable BenchmarkAdjusted EurodollarInterest Rate.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain Advances based on the applicable Benchmark Adjusted EurodollarInterest Rate pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmarkthe Adjusted EurodollarInterest Rate; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR RateTerm SOFR for the applicable BenchmarkAdvances, or (ii) the Required Lenders determine and notify the Administrative Agent that such Benchmark the Adjusted EurodollarInterest Rate with respect to such Advances does not adequately and fairly reflect the cost to such Lenders of funding such Advances, the Administrative Agent will promptly so notify the Borrower, the Collateral Agent and each Lender. Thereafter, the obligation of the Lenders to make or maintain Advances based on such Benchmark the Adjusted EurodollarInterest Rate shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) Upon receipt of any notice described in Section 2.11(a) or (c), the Borrower may revoke any pending request for the making or continuation of an Advance based on the Benchmark Adjusted EurodollarInterest Rate) or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rate. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11.
Appears in 1 contract
Samples: Credit and Security Agreement (New Mountain Finance Corp)
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of a Disruption Event, then the affected Lender shall promptly notify the Agents and the Borrower thereof, and such Xxxxxx’s obligation to make or maintain Advances hereunder based on the applicable Benchmark shall be suspended until such time as such Lender may again make and maintain Advances based on the applicable Benchmark.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain Advances based on the applicable Benchmark pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmark; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative Agent reasonably determines that for any reason adequate and reasonable means do not exist for determining the applicable Benchmark, or (ii) the Required Lenders determine and notify the Administrative Agent that such Benchmark with respect to such Advances does not adequately and fairly reflect the cost to such Lenders of funding such Advances, the Administrative Agent will promptly so notify the Borrower, the Collateral Agent and each Lender. Thereafter, the obligation of the Lenders to make or maintain Advances based on such Benchmark shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) Upon receipt of any notice described in Section 2.11(a) or (c), the Borrower may revoke any pending request for the making or continuation of an Advance based on the Benchmark or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rate. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11.
Appears in 1 contract
Samples: Credit and Security Agreement (SLR Private Credit BDC II LLC)
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of a Eurodollar Disruption Event, then the affected Lender shall promptly notify the Agents and the Borrower thereof, and such XxxxxxLender’s obligation to make or maintain Advances hereunder based on the applicable Benchmark Adjusted LIBOR Rate shall be suspended until such time as such Lender may again make and maintain Advances based on the applicable BenchmarkAdjusted LIBOR Rate.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain Advances based on the applicable Benchmark Adjusted LIBOR Rate pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmarkthe Adjusted LIBOR Rate; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative Agent Collateral Administrator determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for the applicable BenchmarkAdvances, or (ii) the Required Lenders determine and notify the Administrative Agent that such Benchmark the Adjusted LIBOR Rate with respect to such Advances does not adequately and fairly reflect the cost to such Lenders of funding such Advances, the Administrative Agent will promptly so notify the Borrower, the Collateral Agent Administrator and each Lender. Thereafter, the obligation of the Lenders to make or maintain Advances based on such Benchmark the Adjusted LIBOR Rate shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) Upon receipt of any notice described in Section 2.11(a) or (c), the Borrower may revoke any pending request for the making or continuation of an Advance based on the Benchmark or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rate. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.)
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of a Eurodollar Disruption Event, then the affected Lender shall promptly notify the Agents and the Borrower thereof, and such XxxxxxLender’s obligation to make or maintain Advances hereunder based on the applicable Benchmark Adjusted Eurodollar Rate shall be suspended until such time as such Lender may again make and maintain Advances based on the applicable BenchmarkAdjusted Eurodollar Rate.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain Advances based on the applicable Benchmark Adjusted Eurodollar Rate pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmarkthe Adjusted Eurodollar Rate; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for the applicable BenchmarkAdvances, or (ii) the Required Lenders determine and notify the Administrative Agent that such Benchmark the Adjusted Eurodollar Rate with respect to such Advances does not adequately and fairly reflect the cost to such Lenders of funding such Advances, the Administrative Agent will promptly so notify the Borrower, the Collateral Agent and each Lender. Thereafter, the obligation of the Lenders to make or maintain Advances based on such Benchmark the Adjusted Eurodollar Rate shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) Upon receipt of any notice described in Section 2.11(a) or (c), the Borrower may revoke any pending request for the making or continuation of an Advance based on the Benchmark or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rate. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11.
Appears in 1 contract
Samples: Credit and Security Agreement (Oxford Square Capital Corp.)
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of a Disruption Event, then the affected Lender shall promptly notify the Agents and the Borrower thereof, and such XxxxxxLender’s obligation to make or maintain Advances hereunder based on the applicable Benchmark Adjusted Eurodollar Rate shall be suspended until such time as such Lender may again make and maintain Advances based on the applicable BenchmarkAdjusted Eurodollar Rate.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain Advances based on the applicable Benchmark Adjusted Eurodollar Rate pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmarkthe Adjusted Eurodollar Rate; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for the applicable BenchmarkAdvances, or (ii) the Required Lenders determine and notify the Administrative Agent that such Benchmark the Adjusted Eurodollar Rate with respect to such Advances does not adequately and fairly reflect the cost to such Lenders of funding such Advances, the Administrative Agent will promptly so notify the Borrower, the Collateral Agent and each Lender. Thereafter, the obligation of the Lenders to make or maintain Advances based on such Benchmark the Adjusted Eurodollar Rate shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) Upon receipt of any notice described in Section 2.11(a) or (c), the Borrower may revoke any pending request for the making or continuation of an Advance based on the Benchmark Adjusted Eurodollar Rate, or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rate. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11.
Appears in 1 contract
Samples: Credit and Security Agreement (Bain Capital Specialty Finance, Inc.)
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of that it becomes unlawful for a Disruption EventLender to (i) honor its obligation to make CP Rate Advances or Eurodollar Rate Advances hereunder, or (ii) maintain CP Rate Advances or Eurodollar Rate Advances hereunder, then the affected such Lender shall promptly notify the Agents and the Borrower thereofthereof (with a copy to DBRS), and such XxxxxxLender’s obligation to make or maintain CP Rate Advances or Eurodollar Rate Advances hereunder based on the applicable Benchmark shall be suspended until such time as such Lender may again make and maintain CP Rate Advances based or Eurodollar Rate Advances, and such Lender’s outstanding CP Rate Advances or Eurodollar Rate Advances shall be automatically converted into Base Rate Advances on the applicable Benchmarkdate that such Lender shall specify to the Agents and the Borrower. Promptly after the reason for such suspension no longer applies, the Lender shall send written notice to the Facility Agent, the Collateral Agent and the Borrower, at which time, as soon as reasonably practicable after such Lender has specified to the Facility Agent, the Collateral Agent and the Borrower that it may again make and maintain such Advances, all outstanding Base Rate Advances shall be converted back into CP Rate Advances or Eurodollar Rate Advances, as applicable.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain CP Rate Advances based on the or Eurodollar Rate Advances, as applicable Benchmark pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain CP Rate Advances based on such Benchmarkor Eurodollar Rate Advances, as applicable; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) IfUpon the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain CP Rate Advances or Eurodollar Rate Advances, the Borrower shall have the right to replace such Lender (the “Replaced Lender”) with one or more other assignees meeting the requirements set forth in Section 12.06 hereof and whose obligation to make or maintain CP Rate Advances or Eurodollar Rate Advances is not suspended (collectively, the “Replacement Lender”), provided that (i) all fees and expenses incurred by the Replaced Lender in connection with such assignment shall be paid by the Borrower and (ii) the Replacement Lender shall acquire all of the Commitments and outstanding Advances of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the principal of, and all accrued interest on, all outstanding Advances of the Replaced Lender and all related fees and expenses in connection with the Facility Documents.
(d) If prior to the first day of any Interest Accrual Period or prior to the date of any AdvancePeriod, as applicable, either (i) the Administrative Lender determines and notifies the Calculation Agent determines that for any reason adequate and reasonable means do not exist for determining the applicable Benchmarkrate for such Interest Accrual Period for any CP Rate Advances or Eurodollar Rate Advances, or (ii) the Required Lenders determine Facility Agent determines and notify notifies the Administrative Calculation Agent that such Benchmark the CP Rate or Eurodollar Rate with respect to such Interest Accrual Period for any CP Rate Advances or Eurodollar Rate Advances, as applicable does not adequately and fairly reflect the cost to such Lenders Lender of funding such CP Rate Advances or Eurodollar Rate Advances, the Administrative Calculation Agent will promptly so notify the Borrower, the Collateral Agent Agents, each Lender and each LenderDBRS. Thereafter, the obligation of the Lenders Lender to make or maintain CP Rate Advances based on such Benchmark or Eurodollar Rate Advances, as applicable, shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) Lender or Facility Agent, as applicable revokes such notice.
(d) Upon receipt of any notice described in Section 2.11(a) , and all outstanding CP Rate Advances or (c)Eurodollar Rate Advances, as applicable, shall be converted into Base Rate Advances on the date that such Lender or Facility Agent, as applicable, shall specify to the Borrower. Promptly After the reason for such suspension no longer applies, the Borrower may revoke any pending request for Lender or Facility Agent, as applicable, shall send written notice to the making or continuation of an Advance based on Borrower, the Benchmark orFacility Agent, failing thatthe Collateral Agent, will be deemed to have converted such request into a request for an Advance based on the Calculation Agent and each Lender, at which time, as soon as reasonably practicable thereafter, all outstanding Base Rate. For the avoidance of doubt, no Rate Advances shall be required to be repaid converted back into CP Rate Advances or Eurodollar Rate Advances, as a result of any circumstance or determination made pursuant to this Section 2.11applicable.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (WhiteHorse Finance, LLC)
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of a Disruption Event, then the affected Lender shall promptly notify the Agents and the Borrower thereof, and such XxxxxxLender’s obligation to make or maintain Advances hereunder based on the applicable Benchmark Adjusted Eurodollar Rate shall be suspended until such time as such Lender may again make and maintain Advances based on the applicable BenchmarkAdjusted Eurodollar Rate.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain Advances based on the applicable Benchmark Adjusted Eurodollar Rate pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmarkthe Adjusted Eurodollar Rate; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for the applicable BenchmarkAdvances, or (ii) the Required Lenders determine and notify the Administrative Agent that such Benchmark the Adjusted Eurodollar Rate with respect to such Advances does not adequately and fairly reflect the cost to such Lenders of funding such Advances, the Administrative Agent will promptly so notify the Borrower, the Collateral Agent and each Lender. Thereafter, the obligation of the Lenders to make or maintain Advances based on such Benchmark the Adjusted Eurodollar Rate shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) Upon receipt of any notice described in Section 2.11(a) or (c), the Borrower may revoke any pending request for the making or continuation of an Advance based on the Benchmark Adjusted Eurodollar Rate or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rate. For .
(e) If the avoidance of doubt, no Advances shall be required LIBOR Rate is not available or published on a current basis and such circumstances are unlikely to be repaid as temporary or the administrator of ICE LIBOR or a result Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which such LIBOR Rate shall no longer be made available, the Administrative Agent and the Borrower shall cooperate in good faith to amend this Agreement to replace the LIBOR Rate with an alternative floating reference rate that is generally used in U.S. credit markets for similar types of any circumstance or determination made pursuant credit facilities and make such other related changes to this Agreement as the Administrative Agent and the Borrower may mutually determine to be appropriate; provided that the Administrative Agent shall not charge any amendment fee in connection with an amendment to this Agreement under this Section 2.112.11(e).
Appears in 1 contract
Samples: Credit and Security Agreement (Cim Real Estate Finance Trust, Inc.)
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of a Disruption Event, then the affected Lender shall promptly notify the Agents and the Borrower thereof, and such Xxxxxx’s obligation to make or maintain Advances hereunder based on the applicable Benchmark affected by such Disruption Event shall be suspended until such time as such Lender may again make and maintain Advances based on the applicable such Benchmark.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain Advances based on the applicable Benchmark pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmark; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the applicable Benchmark, or (ii) the Required Lenders determine and notify the Administrative Agent that such Benchmark with respect to such Advances does not adequately and fairly reflect the cost to such Lenders of funding such Advances, the Administrative Agent will promptly so notify the Borrower, the Collateral Agent and each Lender. Thereafter, the obligation of the Lenders to make or maintain Advances based on such Benchmark shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.. USActive 59109857.10
(d) Upon receipt of any notice described in Section 2.11(a) or (c), the Borrower may revoke any pending request for the making or continuation of an Advance based on the Benchmark or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rate. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11.
Appears in 1 contract
Samples: Credit and Security Agreement (LGAM Private Credit LLC)
Illegality; Inability to Determine Rates. (a) Notwithstanding If any other provision in this AgreementLender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the EurodollarAdjusted Daily Simple SOFR Rate or the Adjusted Term SOFR Rate, or to determine or charge interest rates based upon the EurodollarAdjusted Daily Simple SOFR Rate or the Adjusted Term SOFR Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the event of a Disruption Eventapplicable interbank market (each an “Affected Eurodollar RateSOFR Loan”), then the affected (ai) such Lender shall promptly notify the Agents and give written notice of such circumstances to the Borrower thereofthrough the Administrative Agent, which notice shall be withdrawn whenever such circumstances no longer exist, (bii) the obligation of such Lender hereunder to make Affected Eurodollar RateSOFR Loans, continue Affected Eurodollar RateSOFR Loans as such and to convert a Base Rate Loan to an Affected Eurodollar RateSOFR Loan shall forthwith be cancelled and, until such Xxxxxx’s obligation time as it shall no longer be unlawful for such Lender to make or maintain Advances hereunder based such Affected Eurodollar RateSOFR Loans, such Lender shall then have a commitment only to make a Base Rate Loan when an Affected Eurodollar RateSOFR Loan is requested, and (ciii) such Lender’s Loans then outstanding as Affected Eurodollar RateSOFR Loans, if any, shall be converted automatically to Base Rate Loans (A) with respect to any Term SOFR Loans, on the applicable Benchmark respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by Law and (B) with respect to any Daily Simple SOFR Loans, immediately. If any such conversion or prepayment of an Affected Eurodollar RateSOFR Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall be suspended until such time as pay to such Lender such amounts, if any, as may again make and maintain Advances based on the applicable Benchmark.be required pursuant to Section 3.05.
(b) Upon If the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain Advances based on the applicable Benchmark pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmark; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines Required Lenders determine that for any reason adequate and reasonable means do in connection with any request for a Eurodollar RateSOFR Loan or a conversion to or continuation thereof that (i) Dollar deposits are not exist being offered to banks in the London interbank eurodollar market for determining the applicable Benchmark, amount and Interest Period of such Eurodollar Rate Loan or (ii) the Required Lenders determine and notify the Administrative Agent that such Benchmark Eurodollarthe Adjusted Term SOFR Rate for any requested Interest Period with respect to such Advances a proposed Eurodollar RateTerm SOFR Loan or the Adjusted Daily Simple SOFR Rate with respect to a proposed Daily Simple SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such AdvancesLoan, the Administrative Agent will promptly so notify the Borrower, the Collateral Agent Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Advances based on such Benchmark Eurodollar Ratea SOFR Loans of the affected Type shall be suspended (to the extent of the affected SOFR Loan or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the BaseAdjusted Daily Simple SOFR Rate, the utilization of the EurodollarAdjusted Daily Simple SOFR Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) . Upon receipt of any notice described in Section 2.11(a) or (c)such notice, the Borrower may revoke any pending request for the making a Borrowing of, conversion to or continuation of an Advance based on Eurodollar RateSOFR Loans of the Benchmark affected Type or, failing that, will be deemed to have converted such request into a request for an Advance based on a Borrowing of Base Rate Loans in the Base Rate. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11amount specified therein.
Appears in 1 contract
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of a LIBOR Disruption Event, then the affected Lender shall promptly notify the Agents Administrative Agent and the Borrower thereof, and such XxxxxxLender’s obligation to make or maintain Advances hereunder based on the applicable Benchmark Adjusted LIBOR Rate shall be suspended until such time as such Lender may again make and maintain Advances based on the Adjusted LIBOR Rate and the Advances of each Interest Accrual Period in which such Person owns an interest shall either (1) if such Lender may lawfully continue to maintain such Advances at the Adjusted LIBOR Rate until the last day of the applicable BenchmarkInterest Accrual Period, be reallocated on the last day of such Interest Accrual Period to another Interest Accrual Period in respect of which the Advances allocated thereto accrues interest determined other than with respect to the Adjusted LIBOR Rate or (2) if such Lender shall determine that it may not lawfully continue to maintain such Advances at the Adjusted LIBOR Rate until the end of the applicable Interest Accrual Period, such Lender’s share of the Advances allocated to such Interest Accrual Period shall be deemed to accrue interest at the Base Rate from the effective date of such notice until the end of such Interest Accrual Period.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain Advances based on the applicable Benchmark Adjusted LIBOR Rate pursuant to Section 2.11(a2.10(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmarkthe Adjusted LIBOR Rate; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for the applicable BenchmarkAdvances, or (ii) the Required Lenders determine and notify the Administrative Agent that such Benchmark the Adjusted LIBOR Rate with respect to such Advances does not adequately and fairly reflect the cost to such Lenders of funding such Advances, the Administrative Agent will promptly so notify the Borrower, the Collateral Agent Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Advances based on such Benchmark the Adjusted LIBOR Rate shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) Upon receipt of any notice described in Section 2.11(a) or (c), the Borrower may revoke any pending request for the making or continuation of an Advance based on the Benchmark or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rate. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Upstart Holdings, Inc.)
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of a Eurodollar Disruption Event, then the affected Lender shall promptly notify the Agents and the Borrower thereof, and such Xxxxxx’s obligation to make or maintain Advances hereunder based on the applicable Benchmark Adjusted Eurodollar Rate shall be suspended until such time as such Lender may again make and maintain Advances based on the applicable BenchmarkAdjusted Eurodollar Rate.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending suspension of its obligation to make or maintain Advances based on the applicable Benchmark Adjusted Eurodollar Rate pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, shall use reasonable efforts (subject to overall policy considerations the customary practices of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmarkthe Adjusted Eurodollar Rate; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.with
(c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for the applicable BenchmarkAdvances, or (ii) the Required Lenders determine and notify the Administrative Agent that such Benchmark the Adjusted Eurodollar Rate with respect to such Advances does not adequately and fairly reflect the cost to such Lenders of funding such AdvancesAdvances (provided that each such Lender has generally made a similar determination with respect to its other borrowers under facilities bearing interest at an index based on LIBOR), the Administrative Agent will promptly so notify the Borrower, the Collateral Agent Agent, the Collateral Administrator and each Lender. Thereafter, the obligation of the Lenders to make or maintain Advances based on such Benchmark the Adjusted Eurodollar Rate shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) Upon receipt of any notice described in Section 2.11(a) or (c), the Borrower may revoke any pending request for the making or continuation of an Advance based on the Benchmark or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rate. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11.noticeRegulatory Change;
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Monroe Capital Income Plus Corp)
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of a Eurodollar Disruption Event, then the affected Lender shall promptly notify the Agents and the Borrower thereof, and such XxxxxxLender’s obligation to make or maintain Advances hereunder based on the applicable Benchmark Adjusted LIBOR Rate shall be suspended until such time as such Lender may again make and maintain Advances based on the applicable BenchmarkAdjusted LIBOR Rate.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain Advances based on the applicable Benchmark Adjusted LIBOR Rate pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmarkthe Adjusted LIBOR Rate; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either either:
(i) the Administrative Agent determines that for any (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant interbank market, adequate and reasonable means do not exist for determining the LIBOR Rate (including, without limitation, because the rate displayed in the Bloomberg Financial Markets System (or such other page on that service or such other service designated by the ICE Benchmark Administration Limited for the display of such Administration’s London interbank offered rate for deposits in the relevant Currency) is not available or published on a current basis) for the applicable BenchmarkAdvances (such determination by the Administrative Agent, or a “LIBOR Unavailability Determination”), or
(ii) the Required Lenders determine and notify the Administrative Agent that such Benchmark the Adjusted LIBOR Rate with respect to such Advances does not adequately and fairly reflect the cost to such Lenders of funding such Advances, then the Administrative Agent will promptly so notify the Borrower, the Collateral Agent Administrator and each Lender. Thereafter, the obligation of the Lenders to make or maintain Advances based on such Benchmark the Adjusted LIBOR Rate shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) Upon receipt If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) a LIBOR Unavailability Determination has arisen and the circumstances giving rise to such LIBOR Unavailability Determination are unlikely to be temporary or (ii) the circumstances giving rise to such LIBOR Unavailability Determination have not arisen but the supervisor for the administrator of any notice described the rate displayed in Section 2.11(athe Bloomberg Financial Markets System (or such other page on that service or such other service designated by the ICE Benchmark Administration Limited for the display of such Administration’s London interbank offered rate for deposits in the relevant Currency) or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which such rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor in good faith to establish a mutually acceptable alternate rate of interest 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 (c)but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin) and shall provide written notice of such alternate rate to the Collateral Agent, the Backup Collateral Manager, the Custodian and the Collateral Administrator; provided that, for the avoidance of doubt, if the Administrative Agent and the Borrower are unable to agree on a mutually acceptable alternate rate of interest, the Borrower may revoke voluntarily prepay Advances in whole or in part, without penalty or premium in accordance with the terms hereof. Notwithstanding anything to the contrary in Section 15.01, such amendment shall become effective without any pending request for further action or consent of any other party to this Agreement so long as the making Administrative Agent shall not have received, within ten (10) Business Days of the date a draft of the proposed amendment is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. If directed by the Administrative Agent and the Borrower, the Collateral Administrator, Backup Collateral Manager, the Collateral Agent and the Custodian shall execute any such amendment, provided that no such party shall be required to enter into any amendment which affects its own rights, duties or continuation of an Advance based on the Benchmark or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rateimmunities under this Agreement. For the avoidance of doubt, no Advances if an alternate rate of interest determined in accordance with this clause (d) shall be required less than zero, such rate shall be deemed to be repaid as a result zero for the purposes of any circumstance or determination made pursuant to this Section 2.11Agreement.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.)
Illegality; Inability to Determine Rates. (a) Notwithstanding If any other provision in this AgreementLender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund or charge interest with respect to any Extension of Credit, or to determine or charge interest rates based upon a Relevant Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to determine or charge interest rates based upon a Relevant Rate purchase or sell, or to take deposits of, Dollars or any Optional Currency in the event applicable interbank market, then, on notice thereof by such Lender to the Company through the Administrative Agent, (i) any obligation of a Disruption Event, then the affected such Lender shall promptly notify the Agents and the Borrower thereof, and such Xxxxxx’s obligation to make or maintain Advances hereunder based continue Term SOFR Loans or Optional Currency Loans or to convert Base Rate Loans to Term SOFR Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Term SOFR component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Company that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay all Term SOFR Loans or Optional Currency Loans, as applicable in the affected currency or currencies, or, if applicable, convert all Term SOFR Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR component of the Base Rate), either on the applicable Benchmark shall be suspended until such time as last day of the Interest Period therefor, if such Lender may again make lawfully continue to maintain such Term SOFR Loans or Optional Currency Term Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Term SOFR Loans or Optional Currency Term Rate Loans, as applicable, and maintain Advances (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon SOFR, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Term SOFR component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the SOFR. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the applicable Benchmarkamount so prepaid or converted, together with any additional amounts required pursuant to Section 2.18.
(b) If, in any applicable jurisdiction, the Administrative Agent, any Issuing Lender or any Lender or any Designated Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Administrative Agent, any Issuing Lender or any Lender or its applicable Designated Lender to (i) perform any of its obligations hereunder or under any other Loan Document, (ii) to fund, hold a commitment or maintain its participation in any Loan or Letter of Credit or (iii) issue, make, maintain, fund or charge interest or fees with respect to any Extension of Credit to any Borrower who is organized under the laws of a jurisdiction other than the United States, a State thereof or the District of Columbia such Person shall promptly notify the Administrative Agent, then, upon the Administrative Agent notifying the Company, and until such notice by such Person is revoked, any obligation of such Person to issue, make, maintain, fund or charge interest or fees with respect to any such Extension of Credit shall be suspended, and to the extent required by applicable Law, cancelled. Upon receipt of such notice, the occurrence Borrowers shall, (A) repay that Person’s participation in the Loans or other applicable Obligations on the last day of the Interest Period for each Loan or other Obligation occurring after the Administrative Agent has notified the Company or, if earlier, the date specified by such Person in the notice delivered to the Administrative Agent (being no earlier than the last day of any event giving rise to a Lender’s suspending its obligation to make or maintain Advances based on the applicable Benchmark pursuant to Section 2.11(agrace period permitted by applicable Law), such Lender will(B) to the extent applicable to any Issuing Lender, if Cash Collateralize that portion of applicable Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized and (C) take all reasonable actions requested by the Borrower, use reasonable efforts (subject such Person to overall policy considerations of mitigate or avoid such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmark; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provisionillegality.
(c) If, prior If in connection with any request for a Term SOFR Loan or an Optional Currency Loan or a conversion of Base Rate Loans to the first day Term SOFR Loans or a continuation of any Interest Accrual Period or prior to the date of any Advancesuch Loans, as applicable, either (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate for any reason the Relevant Rate for the applicable Agreed Currency has been determined in accordance with Section 2.13(d) or (e), as applicable, and the circumstances under clause (i) of Section 2.13(d) or (e), as applicable, or the Scheduled Term SOFR Unavailability Date or Scheduled Unavailability Date, as applicable, has occurred, or (B) adequate and reasonable means do not otherwise exist for determining the Relevant Rate for the applicable BenchmarkAgreed Currency for any determination date(s) or for any requested Interest Period, as applicable, with respect to a proposed Term SOFR Loan or an Optional Currency Loan or in connection with an existing or proposed Base Rate Loan, or (ii) the Administrative Agent or the Required Lenders determine and notify that for any reason that the Administrative Agent that such Benchmark Relevant Rate with respect to such Advances a proposed Loan denominated in an Agreed Currency for any requested Interest Period or determination date(s) does not adequately and fairly reflect the cost to such Lenders of funding such AdvancesLoan, the Administrative Agent will promptly so notify the Borrower, the Collateral Agent Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Advances based on such Benchmark Term SOFR Loans or Loans in the affected currencies, as applicable, or to convert Base Rate Loans to Term SOFR Loans, shall be suspended (to the extent of the affected Term SOFR Loans, Optional Currency Loans or Interest Period(s) or determination date(s)), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 2.13(c), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice.
(d) . Upon receipt of any notice described in Section 2.11(asuch notice, (i) or (c), the Borrower Company may revoke any pending request for the making a Borrowing of, or conversion to, or continuation of an Advance based on Term SOFR Loans or Optional Currency Loans (to the Benchmark extent of the affected Term SOFR Loans, Optional Currency Loans or Interest Period(s) or determination date(s)) or, failing that, will be deemed to have converted such request into a request for an Advance based on a Borrowing of Base Rate Loans in the Base Rate. For Dollar Equivalent of the avoidance of doubt, no Advances amount specified therein and (ii) (A) any outstanding Term SOFR Loans shall be required deemed to have been converted to Base Rate Loans immediately at the end of their respective applicable Interest Period and (B) any outstanding affected Optional Currency Loans, at the Company’s election, shall either (1) be repaid as converted into a result Borrowing of any circumstance Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount of such outstanding Optional Currency Loan immediately, in the case of an Optional Currency Daily Rate Loan, or determination at the end of the applicable Interest Period, in the case of an Optional Currency Term Rate Loan or (2) be prepaid in full immediately, in the case of an Optional Currency Daily Rate Loan, or at the end of the applicable Interest Period, in the case of an Optional Currency Term Rate Loan; provided, that, if no election is made pursuant by the Company (x) in the case of an Optional Currency Daily Rate Loan, by the date that is three Business Days after receipt by the Company of such notice or (y) in the case of an Optional Currency Term Rate Loan, by the last day of the current Interest Period for the applicable Optional Currency Term Rate Loan, the Company shall be deemed to this Section 2.11have elected clause (1) above.
Appears in 1 contract
Samples: Second Amendment and Joinder and Assumption Agreement (West Pharmaceutical Services Inc)
Illegality; Inability to Determine Rates. (a1) Notwithstanding If any other provision in this AgreementLender determines that any Law has made it unlawful, in the event of a Disruption Eventor that any Governmental Authority has asserted that it is unlawful, then the affected for any Lender shall promptly notify the Agents and the Borrower thereof, and such Xxxxxx’s obligation or its applicable lending office to make or maintain Advances hereunder any Accommodations, or to determine or charge interest rates based upon any particular rate (other than any applicable default rate to the extent the same is not chargeable under Law) or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits as U.S. Dollars in the London interbank market (other than any applicable Benchmark default rate to the extent the same is not chargeable under Law), then, on notice thereof by such Lender to the applicable Borrower through the Administrative Agent, any obligation of such Lender with respect to the activity that is unlawful shall be suspended until such time as such Lender may again make notifies the Administrative Agent and maintain Advances based on the applicable Benchmark.
(b) Upon Borrower that the occurrence of any event circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the applicable Borrower shall, upon demand from such Lender (with a Lender’s suspending its obligation copy to make the Administrative Agent), prepay or, if conversion would avoid the activity that is unlawful, convert any Accommodations, or maintain Advances based take any necessary steps with respect to any Documentary Credit in order to avoid the activity that is unlawful. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the applicable Benchmark pursuant to Section 2.11(a), such amount so prepaid or converted. Each Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) agrees to designate a different lending office if such designation would enable will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. If any Lender determines, acting reasonably, that any applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender to again make hold or benefit from an Encumbrance over real property pursuant to any Law of the United States or any state thereof, such Lender may notify the Administrative Agent and maintain Advances based on disclaim any benefit of such Benchmarksecurity interest to the extent of such illegality; provided provided, that such designation is made on determination or disclaimer shall not invalidate or render unenforceable such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with Encumbrance for the object of avoiding future consequence of the event giving rise to the operation benefit of any such provisionother Lender.
(c2) If, prior to If the first day of any Interest Accrual Period Majority Lenders or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines determine that for any reason in connection with any request for a LIBOR Advance or a conversion to or continuation thereof that (a) U.S. Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such LIBOR Advance, (b) adequate and reasonable means do not exist for determining the applicable BenchmarkEurodollar Rate for any requested Interest Period with respect to a proposed LIBOR Advance, or (iic) the Required Lenders determine and notify the Administrative Agent that such Benchmark Eurodollar Rate for any requested Interest Period with respect to such Advances a proposed LIBOR Advance does not adequately and fairly reflect the cost to such Lenders of funding such AdvancesLoan, the Administrative Agent - 117 - 1808964.02A-NYCSR03A - MSWLEGAL_1:80104430.16 will promptly so notify the Borrower, the Collateral Agent applicable Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Advances based on such Benchmark shall be suspended until the Administrative Agent (upon the instruction of the Required Majority Lenders) revokes such notice.
(d) . Upon receipt of any notice described in Section 2.11(a) or (c)such notice, the applicable Borrower may revoke any pending request for the making a Borrowing of, conversion to or continuation of an Advance based on the Benchmark LIBOR Advances or, failing that, will be deemed to have converted such request into a request for an Advance based on a Borrowing of ABR Advances in the Base Rateamount specified therein. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11.(3) ARTICLE 10
Appears in 1 contract
Samples: Credit Agreement (Open Text Corp)
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of that it becomes unlawful for a Disruption EventLender to (i) honor its obligation to make CP Rate Advances or Eurodollar Rate Advances hereunder, or (ii) maintain CP Rate Advances or Eurodollar Rate Advances hereunder, then the affected such Lender shall promptly notify the Agents Administrative Agent, the Trustee and the Borrower thereof. Thereafter, and such Xxxxxx’s the obligation of the Lender to make or maintain CP Rate Advances hereunder based on the applicable Benchmark or Eurodollar Rate Advances hereunder, as applicable, shall be suspended until the Lender revokes such time notice, and all outstanding CP Rate Advances or Eurodollar Rate Advances, as applicable, shall be converted into Base Rate Advances on the date that such Lender shall specify to the Administrative Agent, the Trustee and the Borrower. Promptly after the reason for such suspension no longer applies, the Lender shall send written notice to the Administrative Agent, the Trustee and the Borrower, at which time, as soon as reasonably practicable after such Lender has specified to the Administrative Agent, the Trustee and the Borrower that it may again make and maintain such Advances, all outstanding Base Rate Advances based on the applicable Benchmarkshall be converted back into CP Rate Advances or Eurodollar Rate Advances, as applicable.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending its obligation to make or maintain CP Rate Advances based on the applicable Benchmark or Eurodollar Rate Advances, as applicable, pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain CP Rate Advances based on such Benchmarkor Eurodollar Rate Advances, as applicable; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, If prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicablePeriod, either (i) the Administrative Agent Lender or Calculation Agent, as applicable, determines that for any reason adequate and reasonable means do not exist for determining the applicable Benchmarkrate for such Interest Accrual Period for any CP Rate Advances or Eurodollar Rate Advances, or (ii) the Required Lenders determine and notify the Administrative Agent determines and notifies the Calculation Agent that such Benchmark the CP Rate or Eurodollar Rate with respect to such Interest Accrual Period for any CP Rate Advances or Eurodollar Rate Advances, as applicable, does not adequately and fairly reflect the cost to such Lenders Lender of funding such CP Rate Advances or Eurodollar Rate Advances, the Administrative Calculation Agent will promptly so notify the Borrower, the Collateral Agent Administrative Agent, the Trustee and each the Lender. Thereafter, the obligation of the Lenders Lender to make or maintain CP Rate Advances based on such Benchmark or Eurodollar Rate Advances, as applicable, shall be suspended until the Lender, Calculation Agent or the Administrative Agent (upon the instruction of the Required Lenders) Agent, as applicable, revokes such notice.
(d) Upon receipt of any notice described in Section 2.11(a) , and all outstanding CP Rate Advances or (c)Eurodollar Rate Advances, as applicable, shall be converted into Base Rate Advances on the date that such Lender, Calculation Agent or Administrative Agent, as applicable, shall specify to the Borrower. Promptly After the reason for such suspension no longer applies, the Borrower may revoke any pending request for Lender, Calculation Agent or Administrative Agent, as applicable, shall send written notice to the making or continuation of an Advance based on Borrower, the Benchmark orAdministrative Agent, failing thatthe Trustee and each Lender, will be deemed to have converted such request into a request for an Advance based on the at which time, as soon as reasonably practicable thereafter, all outstanding Base Rate. For the avoidance of doubt, no Rate Advances shall be required to be repaid converted back into CP Rate Advances or Eurodollar Rate Advances, as a result of any circumstance or determination made pursuant to this Section 2.11applicable.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (NewStar Financial, Inc.)
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of a Eurodollar Disruption Event, then the affected Lender shall promptly notify the Agents Administrative Agent, the Custodian and the Borrower thereof, and such XxxxxxLender’s obligation to make or maintain Advances hereunder based on the applicable Benchmark Adjusted Eurodollar Rate shall be suspended until such time as such Lender may again make and maintain Advances based on the applicable BenchmarkAdjusted Eurodollar Rate.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending suspension of its obligation to make or maintain Advances based on the applicable Benchmark Adjusted Eurodollar Rate pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, shall use reasonable efforts (subject to overall policy considerations the customary practices of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmarkthe Adjusted Eurodollar Rate; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for the applicable BenchmarkAdvances, or (ii) the Required Lenders determine and notify the Administrative Agent that such Benchmark the Adjusted Eurodollar Rate with respect to such Advances does not adequately and fairly reflect the cost to such Lenders of funding such AdvancesAdvances (provided that each such Lender has generally made a similar determination with respect to its other borrowers under facilities bearing interest at an index based on the London interbank offered rate), the Administrative Agent will promptly so notify the Borrower, the Collateral Agent Custodian and each Lender. Thereafter, the obligation of the Lenders to make or maintain Advances based on such Benchmark the Adjusted Eurodollar Rate shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) Upon receipt of any notice described in Section 2.11(a) or (c), the Borrower may revoke any pending request for the making or continuation of an Advance based on the Benchmark or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rate. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Capitala Finance Corp.)
Illegality; Inability to Determine Rates. (a) Notwithstanding any other provision in this Agreement, in the event of a Eurodollar Disruption Event, then the affected Lender shall promptly notify the Agents and the Borrower thereof, and such XxxxxxLender’s obligation to make or maintain Advances hereunder based on the applicable Benchmark Adjusted Eurodollar Rate shall be suspended until such time as such Lender may again make and maintain Advances based on the applicable BenchmarkAdjusted Eurodollar Rate.
(b) Upon the occurrence of any event giving rise to a Lender’s suspending suspension of its obligation to make or maintain Advances based on the applicable Benchmark Adjusted Eurodollar Rate pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, shall use reasonable efforts (subject to overall policy considerations the customary practices of such Lender) to designate a different lending office if such designation would enable such Lender to again make and maintain Advances based on such Benchmarkthe Adjusted Eurodollar Rate; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of avoiding future consequence of the event giving rise to the operation of any such provision.
(c) If, prior to the first day of any Interest Accrual Period or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate for the applicable BenchmarkAdvances, or (ii) the Required Lenders determine and notify the Administrative Agent that such Benchmark the Adjusted Eurodollar Rate with respect to such Advances does not adequately and fairly reflect the cost to such Lenders of funding such AdvancesAdvances (provided that each such Lender has generally made a similar determination with respect to its other borrowers under facilities bearing interest at an index based on the London interbank offered rate), the Administrative Agent will promptly so notify the Borrower, the Collateral Agent Agent, the Collateral Administrator and each Lender. Thereafter, the obligation of the Lenders to make or maintain Advances based on such Benchmark the Adjusted Eurodollar Rate shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
(d) Upon receipt of any notice described in Section 2.11(a) or (c), the Borrower may revoke any pending request for the making or continuation of an Advance based on the Benchmark or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rate. For the avoidance of doubt, no Advances shall be required to be repaid as a result of any circumstance or determination made pursuant to this Section 2.11.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Monroe Capital Income Plus Corp)
