Reference Bank Cost of Funds Rate. (i) For each Business Day (A) that the Administrative Agent receives a Borrowing Request or an Interest Election Request for an ABR Loan (including any request for a Eurodollar Borrowing converted to an ABR Borrowing pursuant to Section 3.03) (each individually, an “ABR Request”), on or prior to 12:00 noon, Houston time on such Business Day and (B) that an ABR Loan is outstanding under this Agreement and the Alternate Base Rate (without reference to the Reference Bank Cost of Funds Rate) communicated by the Administrative Agent on the previous Business Day has changed, on or prior to 9:00 a.m., Houston time, on each such Business Day, the Administrative Agent shall communicate the Alternate Base Rate on such Business Day (without reference to the Reference Bank Cost of Funds Rate) to each Lender. Each Lender shall notify the Administrative Agent no later than 1:00 p.m., Houston time, on such Business Day an ABR Request is received by the Administrative Agent, and 10:00 a.m., Houston time, on each Business Day that an ABR Loan is outstanding (in each instance, a “Determination Date”), whether such Lender’s Cost of Funds exceeds the Alternate Base Rate for such Business Day (without reference to the Reference Bank Cost of Funds Rate). Any Lender that does not provide notice to the Administrative Agent with respect to its Cost of Funds prior to 1:00 p.m. or 10:00 a.m., Houston time, on such Business Day, as applicable, shall be deemed to have confirmed to the Administrative Agent that such Lender’s Cost of Funds does not exceed the Alternate Base Rate without reference to the Reference Bank Cost of Funds Rate. (ii) If 60% or more of the Lenders with a Commitment as of the applicable Determination Date (the “Cost of Funds Calculation Threshold”) notify the Administrative Agent that their Cost of Funds exceeds the Alternate Base Rate (without reference to the Reference Bank Cost of Funds Rate) communicated by the Administrative Agent, then the Administrative Agent shall calculate the “Reference Bank Cost of Funds Rate” which shall be calculated as the simple average of the Cost of Funds of the Lenders; provided that, any Lender which does not submit a Cost of Funds Rate shall be deemed to have confirmed to the Administrative Agent that such Lender’s Cost of Funds does not exceed the Alternate Base Rate without reference to the Reference Bank Cost of Funds Rate. The Alternate Base Rate communicated by the Administrative Agent as of such Determination Date (without reference to the Reference Bank Cost of Funds) shall be used for each such Lender which does not submit a Cost of Funds Rate to calculate the Reference Bank Cost of Funds Rate. If the Cost of Funds Calculation Threshold is not met, then the Reference Bank Cost of Funds Rate shall not be calculated and shall be disregarded for the purposes of calculating the Alternate Base Rate as of such Determination Date. For purposes of determining the Reference Bank Cost of Funds Rate, each Lender and the Administrative Agent may provide notice by electronic communications pursuant to procedures approved by the Administrative Agent. (iii) On any Determination Date that a Reference Bank Cost of Funds Rate is calculated, the Administrative Agent shall calculate the Reference Bank Cost of Funds Rate in accordance with the procedures set forth in subsection (ii) above and shall provide such rate to the Borrower and each Lender no later than 2:00 p.m., Houston time for any ABR Request, and 11:00 a.m., Houston time on each Business Day that an ABR Loan is outstanding, without identifying the underlying rates submitted by each Lender.
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Samples: Credit Agreement (Goodrich Petroleum Corp), Credit Agreement (Goodrich Petroleum Corp), Credit Agreement (Goodrich Petroleum Corp)
Reference Bank Cost of Funds Rate. (i) For each Business Day (A) that the Administrative Agent receives a Borrowing Request or an Interest Election Request for an ABR Loan (including any request for a Eurodollar Borrowing converted to an ABR Borrowing pursuant to Section 3.033.03 or as a result of illegality pursuant to Section 5.05) (each individually, an “ABR Request”), on or prior to 12:00 noon1:00 p.m., Houston New York City time on such Business Day and (B) that an ABR Loan is outstanding under this Agreement and the Alternate Base Rate (without reference to the Reference Bank Cost of Funds Rate) communicated by the Administrative Agent on the previous Business Day has changed, on or prior to 9:00 10:00 a.m., Houston New York City time, on each such Business Day, the Administrative Agent shall communicate the Alternate Base Rate on such Business Day (without reference to the Reference Bank Cost of Funds RateRate (as defined below)) to each Lender. Each Lender shall notify the Administrative Agent no later than 1:00 2:00 p.m., Houston New York City time, on Houston 3931255v.7 such Business Day an ABR Request is received by the Administrative Agent, and 10:00 11:00 a.m., Houston New York City time, on each Business Day that an ABR Loan is outstanding (in each instance, a “Determination Date”), whether such Lender’s Cost of Funds exceeds the Alternate Base Rate for such Business Day (without reference to the Reference Bank Cost of Funds RateRate (as defined below)). Any Lender that does not provide notice to the Administrative Agent with respect to its Cost of Funds prior to 1:00 2:00 p.m. or 10:00 11:00 a.m., Houston New York City time, on such Business Day, as applicable, shall be deemed to have confirmed to the Administrative Agent that such Lender’s Cost of Funds does not exceed the Alternate Base Rate without reference to the Reference Bank Cost of Funds Rate.
(ii) If 60% sixty-five percent (65%) or more of the Lenders with a Commitment as of the an applicable Determination Date (the “Cost of Funds Calculation Threshold”) notify the Administrative Agent that their Cost of Funds exceeds the Alternate Base Rate (without reference to the Reference Bank Cost of Funds Rate) communicated by the Administrative Agent, then the Administrative Agent shall calculate the “Reference Bank Cost of Funds Rate” which shall be calculated as the simple average of the Cost of Funds of the Lenders; provided that, in no instance shall the Cost of Funds for any Lender exceed the Alternate Base Rate for such Business Day (without reference to the Reference Bank Cost of Funds Rate) quoted by the Administrative Agent by more than one and a half percent (1.5%); and provided further that, any Lender which does not submit a Cost of Funds Rate shall be deemed to have confirmed to the Administrative Agent that such Lender’s Cost of Funds does not exceed the Alternate Base Rate without reference to the Reference Bank Cost of Funds Rate. The Alternate Base Rate communicated by the Administrative Agent as of such Determination Date (without reference to the Reference Bank Cost of Funds) shall be used for each such Lender which does not submit a Cost of Funds Rate to calculate the Reference Bank Cost of Funds Rate. If the Cost of Funds Calculation Threshold is not met, then the Reference Bank Cost of Funds Rate shall not be calculated and shall be disregarded for the purposes of calculating the Alternate Base Rate as of such Determination Date. For purposes of determining the Reference Bank Cost of Funds Rate, each Lender and the Administrative Agent may provide notice by electronic communications pursuant to procedures approved by the Administrative Agent.
(iii) On any Determination Date that a Reference Bank Cost of Funds Rate is calculated, the Administrative Agent shall calculate the Reference Bank Cost of Funds Rate in accordance with the procedures set forth in subsection (ii) above and shall provide such rate to the Borrower and each Lender the Lenders no later than 2:00 p.m.3:00 pm, Houston New York City time for any a ABR RequestRequest and 12:00 noon, and 11:00 a.m., Houston New York City time on each Business Day that an ABR Loan is outstanding, which rate shall be provided as a simple average rate, without identifying the underlying rates submitted by each Lenderthe Lenders.
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Samples: Credit Agreement (Linn Energy, LLC)
Reference Bank Cost of Funds Rate. (i) For each Business Day (A) that Upon the Administrative Agent receives Agent’s receipt of a Borrowing Request or an Interest Election Request for an ABR Loan (including any request for a Eurodollar Borrowing converted to an ABR Borrowing pursuant to Section 3.03) (and for each individually, an “ABR Request”), on or prior to 12:00 noon, Houston time on such Business Day and (B) that an ABR Loan is outstanding under this Agreement Agreement, on or prior to 1:00 pm, New York City time on such Business Day for a Borrowing Request, and 10:00 am, New York City time, on each such Business Day that an ABR Loan is outstanding, the Administrative Agent shall communicate the Alternate Base Rate (Rate, without reference to the Reference Bank Cost of Funds Rate) communicated by , to each Lender and shall request each Lender to notify the Administrative Agent on the previous Business Day has changed, on or prior to 9:00 a.m., Houston time, on each such Business Day, the Administrative Agent shall communicate the Alternate Base Rate by not later than 2:00 pm New York City time on such Business Day (without reference to the Reference Bank Cost of Funds Rate) to each Lender. Each Lender shall notify the Administrative Agent no later than 1:00 p.m.for a Borrowing Request and 11:00 am, Houston time, on such Business Day an ABR Request is received by the Administrative Agent, and 10:00 a.m., Houston time, New York City time on each such Business Day that an ABR Loan is outstanding (in each instance, a “the Determination Date”), ) whether such Lender’s Cost of Funds exceeds the Alternate Base Rate for such Business Day (without reference to the Reference Bank Cost of Funds Rate). Any Lender that does not provide notice to the Administrative Agent with respect to its Cost of Funds prior to 1:00 p.m. 2:00 pm or 10:00 a.m.11:00 am, Houston New York City time, on such Business Day, as applicable, shall be deemed to have confirmed to the Administrative Agent that such Lender’s Cost of Funds does not exceed the Alternate Base Rate without reference to the Reference Bank Cost of Funds Rate.
(ii) If sixty percent (60% %) or more of the Lenders with a Commitment as of the an applicable Determination Date (the “Cost of Funds Calculation Threshold”) notify the Administrative Agent that their Cost of Funds exceeds the Alternate Base Rate (without reference to the Reference Bank Cost of Funds Rate) communicated by the Administrative Agent, then the Administrative Agent shall calculate the “Reference Bank Cost of Funds Rate” which shall be calculated as the simple average of the Cost of Funds of the Lenders; provided that, any Lender which does not submit a Cost of Funds Rate shall be deemed to have confirmed to the Administrative Agent that such Lender’s Cost of Funds does not exceed the Alternate Base Rate without reference to the Reference Bank Cost of Funds Rate. The Alternate Base Rate communicated by the Administrative Agent as of such Determination Date (without reference to the Reference Bank Cost of Funds) shall be used for each such Lender which does not submit a is its Cost of Funds Rate to calculate for the purpose of determining such Reference Bank Cost of Funds Rate. If the Cost of Funds Calculation Threshold is not met, then the Reference Bank Cost of Funds Rate shall not be calculated and shall be disregarded for the purposes of calculating the Alternate Base Rate as of such Determination Date.
(iii) The Administrative Agent shall calculate the Reference Bank Cost of Funds Rate in accordance with the procedures set forth in subsection (ii) above and shall provide such rate to the Borrower no later than 3:00 pm, New York City time for a Borrowing Request and 12:00 noon, New York City time on each Business Day that an ABR Loan is outstanding, which rate shall be provided to the Borrower as a simple average rate, without identifying the underlying rates submitted by the Lenders.
(iv) For each Borrowing Request for an ABR Loan, the Administrative Agent will promptly provide each Lender with a confirmed Borrowing Request confirming the initial Borrowing Request and the applicable rate that shall initially apply to such Borrowing on or prior to 3:00 pm, New York City time. On each Business Day that an ABR Loan is outstanding, the Administrative Agent shall communicate any change in the applicable Alternate Base Rate determined pursuant to this Section 2.04, if any, to each Lender and the Borrower on or prior to 12:00 noon, New York City time. For purposes of determining the Reference Bank Cost of Funds Rate, each Lender and the Administrative Agent may provide notice by electronic communications pursuant to procedures approved by the Administrative Agent.
(iii) On any Determination Date that a Reference Bank Cost of Funds Rate is calculated, the Administrative Agent shall calculate the Reference Bank Cost of Funds Rate in accordance with the procedures set forth in subsection (ii) above and shall provide such rate to the Borrower and each Lender no later than 2:00 p.m., Houston time for any ABR Request, and 11:00 a.m., Houston time on each Business Day that an ABR Loan is outstanding, without identifying the underlying rates submitted by each Lender.
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