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

BSBY Rate Loans and BSBY Daily Floating Rate Loans. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of BSBY Rate Loans shall be made upon the Borrower’s irrevocable notice to the Lender, which may be given by # telephone or # a Committed Loan Notice; provided, that, any telephonic notice must be confirmed immediately by delivery to the Lender of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Lender not later than 11:00 a.m. (Eastern time) # two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of BSBY Rate Loans or of any conversion of

Terms Applicable to BSBY Rate Loans and BSBY Daily Floating Rate Loans. From and after the Amendment Effective Date, the parties hereto agree as follows:

Voluntary Prepayments of BSBY Rate Loans. The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay the BSBY Rate Loans in whole or in part without premium or penalty (except as otherwise specified in the Agreement); provided, that, such notice must be received by the Lender not later than 11:00 a.m. (Eastern time) two Business Days prior to any date of prepayment of BSBY Rate Loans.

References to the Eurocurrency Rate, Eurocurrency Rate Loans, LIBOR Daily Floating Rate and LIBOR Daily Floating Rate Loans in provisions of the Agreement and the other Loan Documents that are not specifically addressed herein (other than the definitions of Eurocurrency Rate, Eurocurrency Rate Loan, LIBOR Daily Floating Rate and LIBOR Daily Floating Rate Loan) shall be deemed to include the BSBY Rate, BSBY Rate Loans, the BSBY Daily Floating Rate and BSBY Daily Floating Rate Loans, as applicable. In addition, references to the Eurocurrency Rate or the LIBOR Daily Floating Rate, as applicable, in the definition of Base Rate in the Agreement shall be deemed to refer to the BSBY Rate or the BSBY Daily Floating Rate, as applicable.

BSBY Rate Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of BSBY Rate. BSBY Rate Loans shall be denominated in Dollars.

Committed Loan Notice. For purposes of a Borrowing of BSBY Rate Loans or BSBY Daily Floating Rate Loans, or a continuation of a BSBY Rate Loan, the Borrower shall use the Committed Loan Notice attached hereto as Exhibit B.

Borrowings, Conversions, Continuations and Prepayments of BSBY Loans and BSBY Daily Floating Rate Loans. In addition to any other borrowing or prepayment requirements set forth in the Agreement:

outstanding immediately prior to the Amendment Effective Date shall remain outstanding following the Amendment Effective Date until the earlier of (i) the date such BSBY Rate Loan is prepaid in accordance with the terms of the Original Credit Agreement in effect immediately prior to the Amendment Effective Date and (ii) the last day of the current Interest Period (such term is used in this [clause (c)] as defined in the Original Credit Agreement) corresponding to such BSBY Rate Loan. No BSBY Rate Loans may be continued after the Amendment Effective Date. For any BSBY Rate Loan that remains outstanding on the last day of the Interest Period applicable thereto, such BSBY Rate Loan shall be converted to a BSBY Rate Loan or Base Rate Loan, as requested by the Company in a Loan Notice delivered to the pursuant to the terms of [Section 2.02] of the Credit Agreement. If the Borrower fails to deliver a Loan Notice as provided in [Section 2.02] of the Credit Agreement, any BSBY Rate Loan that remains outstanding on the last day of the Interest Period applicable thereto, shall be automatically converted to a Base Rate Loan on such day. For the avoidance of doubt, all Term Loans that are BSBY Rate Loans that remain outstanding as of the Amendment Effective Date shall continue to be governed pursuant to the terms of the Original Credit Agreement, subject to the terms set forth in this [clause (c)].

Eurodollar Rate Loans. Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required , and the Required may demand that any or all of the outstanding Eurodollar Rate Loans be converted immediately to Base Rate Loans.

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