Example ContractsClausesbase rate optionVariants
Remove:

Any Term SOFR Rate Loans shall automatically convert to Base Rate Loans upon the last day of the applicable Interest Period, unless Administrative Agent has received and approved a request to continue such Term SOFR Rate Loan at least three (3) U.S. Government Securities Business Days prior to such last day in accordance with the terms hereof. Any SOFR Rate Loans shall, at Administrative Agent’s option, upon notice by Administrative Agent to Lead Borrower, be subsequently converted to Base Rate Loans in the event that this Agreement shall terminate or not be renewed. Borrowers shall pay to Administrative Agent, for the benefit of Lenders, upon demand by Administrative Agent (or Administrative Agent may, at its option, charge any loan account of any Borrower) any amounts required to compensate any Lender or Participant for any loss (including loss of anticipated profits), cost or expense incurred by such person, as a result of the conversion of SOFR Rate Loans to Base Rate Loans pursuant to any of the foregoing.

Any TermNotwithstanding any other provision herein (but subject to the provisions set forth in [Section 3.4]), if the adoption of or any Change in Law shall make it unlawful for Administrative Agent or any Lender to make or maintain SOFR Rate Loans as contemplated by this Agreement, # Administrative Agent or such Lender shall promptly give written notice of such circumstances to Lead Borrower (which notice shall be withdrawn whenever such circumstances no longer exist), # the commitment of such Lender hereunder to make SOFR Rate Loans, continue SOFR Rate Loans as such and convert Base Rate Loans to SOFR Rate Loans shall forthwith be canceled and, until such time as it shall no longer be unlawful for such Lender to make or maintain SOFR Rate Loans, such Lender shall then have a commitment only to make a Base Rate Loan when a SOFR Rate Loan is requested and # such Lender’s Loans then outstanding as SOFR Rate Loans, if any, shall be converted automatically convert to Base Rate Loans uponon the 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 of a Term SOFR Rate Loan occurs on a day which is not the last day of the applicablethen current Interest Period, unless Administrative Agent has receivedPeriod with respect thereto, Borrowers and approved a request to continue such Term SOFR Rate Loan at least three (3) U.S. Government Securities Business Days prior to such last day in accordance with the terms hereof. Any SOFR Rate Loans shall, at Administrative Agent’s option, upon notice by Administrative Agent to Lead Borrower, be subsequently converted to Base Rate Loans in the event that this Agreement shall terminate or not be renewed. BorrowersGuarantors shall pay to Administrative Agent, for the benefit of Lenders, upon demand by Administrative Agent (or Administrative Agent may, at its option, charge any loan account of any Borrower) any amountssuch Lender such amounts, if any, as may be required to compensate any Lender or Participant for any loss (including loss of anticipated profits), cost or expense incurred by such person, as a result of the conversion of SOFR Rate Loans to Base Rate Loans pursuant to any of the foregoing.[Section 3.3(d)] below.

Anyreference to the Term SOFR component of the Base Rate, the interest rate on which Base Rate Loans shall automaticallyof 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 Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, # the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay all SOFR Loans of such Lender or convert all SOFR Loans of such Lender to Base Rate Loans upon(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, immediately, or, in the case of Term SOFR Loans, on the last day of the applicable Interest Period, unless Administrative Agent has received and approved a requestPeriod therefor if such Lender may lawfully continue to continuemaintain such Term SOFR Rate Loan at least three (3) U.S. Government Securities Business Days priorLoans to such last day in accordance withand # if such notice asserts the terms hereof. Any SOFR Rate Loans shall, at Administrative Agent’s option,illegality of such Lender determining or charging interest rates based upon notice byTerm SOFR, the Administrative Agent to Lead Borrower, be subsequently converted toshall during the period of such suspension compute the Base Rate Loans inapplicable to such Lender without reference to the event that this Agreement shall terminate or not be renewed. Borrowers shall pay to Administrative Agent, forTerm SOFR component thereof until the benefit of Lenders, upon demand by Administrative Agent (or Administrative Agent may, at its option,is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon Term SOFR. Upon any loan account ofsuch prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any Borrower) anyadditional amounts required to compensate any Lender or Participant for any loss (including loss of anticipated profits), cost or expense incurred by such person, as a result of the conversion of SOFR Rate Loans to Base Rate Loans pursuant to any of the foregoing.[Section 3.05].

Any Termgreater than the requested SOFR Rate Loan, all or a portion of such Base Rate Loans shall be automatically convertconverted to a SOFR Rate Loan in the amount requested by the Lead Borrower, and # if Base Rate Loans are not outstanding in an amount at least equal to the requested SOFR Rate Loan, the Lead Borrower shall make an electronic request via the Portal for additional Base Rate Loans in an such amount, when taken with the outstanding Base Rate Loans (which shall be converted automatically at such time), as is necessary to satisfy the requested SOFR Rate Loan. If the Lead Borrower fails to make such additional request via the Portal as required pursuant to clause (ii) of the foregoing sentence, then the Borrowers shall be responsible for all amounts due pursuant to this Agreement arising on account of such failure. If the Lead Borrower fails to give a timely notice with respect to any continuation of a SOFR Rate Loan, then the applicable Loans shall be converted to Base Rate Loans uponLoans, effective as of the last day of the Interest Period then in effect with respect to the applicable Interest Period,SOFR Rate Loans. All requests for a borrowing which are not made by electronic request of the Lead Borrower through the Portal shall be subject to (and unless the Administrative Agent has received and approved a requestelects otherwise in the exercise of its sole discretion, such borrowing shall not be made until the completion of) the Administrative Agent’s authentication process (with results satisfactory to continue such Term SOFR Rate Loan at least three (3) U.S. Government Securities Business Daysthe Administrative Agent) prior to such last day in accordance with the terms hereof. Any SOFR Rate Loans shall, at Administrative Agent’s option, upon notice by Administrative Agent to Lead Borrower, be subsequently converted to Base Rate Loans in the event that this Agreement shall terminate or not be renewed. Borrowers shall pay to Administrative Agent, for the benefit of Lenders, upon demand by Administrative Agent (or Administrative Agent may, at its option, charge any loan accountfunding of any Borrower) any amounts required to compensate any Lender or Participant for any loss (including loss of anticipated profits), cost or expense incurred by such person, as a result of the conversion of SOFR Rate Loans to Base Rate Loans pursuant to any of the foregoing.requested Loan.

AnySubject to the provisions set forth in [Section 3.4], if prior to the first day of any Interest Period, # Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon Borrowers and Guarantors) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining Adjusted Term SOFR for such Interest Period or Adjusted Daily Simple SOFR, # Administrative Agent has received notice from the Required Lenders that Adjusted Term SOFR or Adjusted Daily Simple SOFR determined or to be determined for such Interest Period, as applicable, will not adequately and fairly reflect the cost to Lenders of making or maintaining SOFR Rate Loans during such Interest Period, or # Dollar deposits in the principal amounts of the SOFR Rate Loans to which such Interest Period is to be applicable are not generally available in the applicable market, Administrative Agent shall give telecopy or telephonic notice thereof to Lead Borrower as soon as practicable thereafter, and will also give prompt written notice to Lead Borrower when such conditions no longer exist. If such notice is given # any SOFR Rate Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, # any Loans that were to have been converted on the first day of such Interest Period to or continued as SOFR Rate Loans shall automatically convertbe converted to or continued as Base Rate Loans uponand # each outstanding SOFR Rate Loan shall be converted, on the last day of the applicablethen-current Interest Period, unlessPeriod thereof, to Base Rate Loans. Until such notice has been withdrawn by Administrative Agent has received and approved a request to continue such Term SOFR Rate Loan at least three (3) U.S. Government Securities Business Days prior to such last day in accordance with the terms hereof. AnyAgent, no further SOFR Rate Loans shall, at Administrative Agent’s option, upon notice by Administrative Agentshall be made or continued as such, nor shall any Borrower have the right to Lead Borrower, be subsequently converted toconvert Base Rate Loans in the event that this Agreement shall terminate or not be renewed. Borrowers shall pay to Administrative Agent, for the benefit of Lenders, upon demand by Administrative Agent (or Administrative Agent may, at its option, charge any loan account of any Borrower) any amounts required to compensate any Lender or Participant for any loss (including loss of anticipated profits), cost or expense incurred by such person, as a result of the conversion of SOFR Rate Loans to Base Rate Loans pursuant to any of the foregoing.Loans.

Any TermIf at any time Agent shall notify Administrative Borrower that any applicable SOFR-Based Rate in respect of a Loan will not adequately reflect the cost to Agent and the of making, maintaining or continuing such Loan, # all SOFR Rate Loans shall automatically convert to Base Rate Loans upon the last day of the applicable Interest Period, unless Administrative Agent has received and approved a request to continue such Term SOFR Rate Loan at least three (3) U.S. Government Securities Business Days prior to such last day in accordance with the terms hereof. Any SOFR Rate Loans shall, at Administrative Agent’s option, upon notice by Administrative Agent to Lead Borrower, be subsequentlyimmediately converted to Base Rate Loans in the event that this AgreementLoans, and # Borrowers shall terminate or not be renewed. Borrowers shall payentitled to Administrative Agent, forelect the benefit of Lenders,applicable SOFR-Based Rate (whether at the time when the applicable Loan was made, upon demand by Administrative Agent (or Administrative Agent may, at its option, charge any loan account of any Borrower) any amounts required to compensate any Lender or Participant for any loss (including loss of anticipated profits), cost or expense incurred by such person, asconversion from a result of the conversion of SOFR Rate Loans to Base Rate Loans pursuantLoan to any ofsuch Loan) until Agent determines that the foregoing.circumstances causing such suspension no longer exist.

AnyEach Borrower may from time to time request Term SOFR Rate Loans shall automatically convert toor Daily Simple SOFR Loans, or may request that Base Rate Loans uponbe converted to Term SOFR Rate Loans or Daily Simple SOFR Loans, or that any existing Term SOFR Rate Loans continue for an additional Interest Period, in each case, subject to the last daylimits set forth below. Such request from a Borrower shall specify the amount of the Term SOFR Rate Loans or Daily Simple SOFR Loans requested, or the amount of the Base Rate Loans to be converted to Term SOFR Rate Loans or Daily Simple SOFR Loans, as applicable, or the amount of the Term SOFR Rate Loans to be continued (subject to the limits set forth below) and the Interest Period to be applicable Interest Period, unless Administrative Agent has received and approved a request to continue such Term SOFR Rate Loan at leastLoans. Subject to the terms and conditions contained herein, three (3) U.S. Government Securities Business Days priorafter (or, in the case of requests for borrowings of or conversions to Daily Simple SOFR Loans, five (5) U.S. Government Securities Business Days after) receipt by Administrative Agent of such last day in accordance with the terms hereof. Anya request from a Borrower, such SOFR Rate Loans shall, atshall be made or Base Rate Loans shall be converted to SOFR Rate Loans or such Term SOFR Rate Loans shall continue, as the case may be, provided, that, # no Default or Event of Default shall exist or have occurred and be continuing, # no party hereto shall have sent any notice of termination of this Agreement, such Borrower shall have complied with such customary procedures as are established by Administrative Agent’s option, upon noticeAgent and specified by Administrative Agent to Lead Borrower,Borrower from time to time for requests by Borrowers for SOFR Rate Loans, # no more than fifteen (15) Interest Periods may be subsequently converted to Base Rate Loans in effect at any one time, # the event that this Agreement shall terminate or not be renewed. Borrowers shall pay to Administrative Agent, for the benefit of Lenders, upon demand by Administrative Agent (or Administrative Agent may, at its option, charge any loan accountamount of any Borrower) any amounts required to compensate any Lender or Participant for any loss (including loss of anticipated profits), cost or expense incurred by such person, as a resultTerm SOFR Rate Loan shall be not less than $1,000,000 and the aggregate amount of the conversion ofTerm SOFR Rate Loans to Base Rate Loans pursuant tooutstanding at any of the foregoing.time must be in an amount not less

Any Term SOFR Rate Loans shall automatically convert toSection # Base Rate Loans uponSubstituted for Affected Term SOFR Loans. If the last dayobligation of the applicable Interest Period, unless Administrative Agent has received and approved a requestany Lender to make, or to continue suchor convert outstanding Loans as or to, Term SOFR Rate LoanLoans has been suspended pursuant to [Section 8.02] or any Lender has demanded compensation from the Borrower under [Section 8.03 or 8.04]4] with respect to its Term SOFR Loans, and in any such case the Borrower shall, by at least three (3)five U.S. Government Securities Business DaysDays’ prior notice to such last day in accordance withLender through the terms hereof. AnyAdministrative Agent, have elected that the provisions of this Section shall apply to such Lender, then, unless and until such Lender notifies the Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, all Loans which would otherwise be made by such Lender as (or continued as or converted to) Term SOFR Rate Loans shall, at Administrative Agent’s option, upon notice by Administrative Agent to Lead Borrower,shall instead be subsequently converted to Base Rate Loans inon which interest and principal shall be payable contemporaneously with the event that this Agreement shall terminate or not be renewed. Borrowers shall pay to Administrative Agent, for the benefit of Lenders, upon demand by Administrative Agent (or Administrative Agent may, at its option, charge any loan account of any Borrower) any amounts required to compensate any Lender or Participant for any loss (including loss of anticipated profits), cost or expense incurred by such person, as a resultrelated Term SOFR Loans of the conversionother . If such Lender notifies the Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, the principal amount of SOFR Rate Loans toeach such Base Rate Loans pursuant to anyLoan shall be converted into a Term SOFR Loan on the first day of the foregoing.next succeeding Interest Period applicable to the related Term SOFR Loans of the other .

AnySection # Illegality. If, on or after the date hereof, any Change in Law shall make it unlawful or impossible for any Lender (or its applicable Lending Office) to make, maintain or fund its Term SOFR Rate Loans and such Lender shall automaticallyso notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other and the Borrower, whereupon until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Term SOFR Loans, or to convert outstanding Loans into Term SOFR Loans or continue outstanding Loans as Term SOFR Loans, in each case to the Borrower shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section, such Lender shall designate a different applicable Lending Office if such designation will avoid the need for giving such notice and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Term SOFR Loan of such Lender then outstanding to the Borrower shall be converted to a Base Rate Loans uponLoan either on the last day of the then current Interest Period applicable Interest Period, unless Administrative Agent has received and approved a request to continue such Term SOFR Loan if such Lender may lawfully continue to maintain and fund such Loan as a Term SOFR Loan to such day or immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Loan as a Term SOFR Loan to such day. Interest and principal on any such Base Rate Loan at least three (3) U.S. Government Securities Business Days prior to such last day in accordance withshall be payable on the terms hereof. Anysame dates as, and on a pro rata basis with, the interest and principal payable on the related Term SOFR Rate Loans shall, at Administrative Agent’s option, upon notice by Administrative Agent to Lead Borrower, be subsequently converted to Base Rate Loans in the event that this Agreement shall terminate or not be renewed. Borrowers shall pay to Administrative Agent, for the benefit of Lenders, upon demand by Administrative Agent (or Administrative Agent may, at its option, charge any loan account of any Borrower) any amounts required to compensate any Lender or Participant for any loss (including loss of anticipated profits), cost or expense incurred by such person, as a result of the conversion of SOFR Rate Loans to Base Rate Loans pursuant to any of the foregoing.other .

Any TermIf Agent, on any Business Day, is unable to determine the SOFR-Based Rate applicable for a new or converted SOFR Rate Loans shall automatically convertLoan for any reason, or any law, regulation, or governmental order, rule or determination, makes it unlawful for any Lender to Base Rate Loans upon the last day of the applicable Interest Period, unless Administrative Agent has received and approved a requestfund or maintain such Loan or to continue such Termfunding or maintaining, Agent shall give notice of such changed circumstances to Administrative Borrower and # all SOFR Rate Loan at least three (3) U.S. Government Securities Business Days prior to such last day in accordance with the terms hereof. Any SOFR Rate Loans shall, at Administrative Agent’s option, upon notice by Administrative Agent to Lead Borrower,shall be subsequentlyimmediately converted to Base Rate Loans inLoans, and # no Borrower shall be entitled to elect the event that this Agreement shall terminate or not be renewed. Borrowers shall pay to Administrative Agent, forapplicable SOFR-Based Rate (whether at the benefit of Lenders,time when the applicable Loan was made, upon demand by Administrative Agent (or Administrative Agent may, at its option, charge any loan account of any Borrower) any amounts required to compensate any Lender or Participant for any loss (including loss of anticipated profits), cost or expense incurred by such person, asconversion from a result of the conversion of SOFR Rate Loans to Base Rate Loans pursuantLoan to anysuch Loan, or upon continuation of the foregoing.such Loan) until Agent determines that it would no longer be unable, unlawful or impractical to do so.

Load more...
Select clause to view document information.

Draft better contracts
faster with AllDrafts

AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.

And AllDrafts generates clean Word and PDF files from any draft.