Deposits Unavailable or Interest Rate Unascertainable or Inadequate; Impracticability Clause Samples

This clause defines the procedures and rights of the parties if deposits become unavailable or if the applicable interest rate cannot be determined or is deemed inadequate. In practice, it typically allows the lender to suspend or alter the terms of a loan if they are unable to obtain necessary funding at the agreed-upon rate, or if market disruptions make it impracticable to continue under the original terms. The core function of this clause is to protect both parties from unforeseen market conditions that could make the original loan terms unworkable or unfair, ensuring flexibility and risk management in volatile financial environments.
Deposits Unavailable or Interest Rate Unascertainable or Inadequate; Impracticability. If the Agent determines (which determination shall be conclusive and binding on the parties hereto), or in the case of Section 5.2(b), the Agent or the Required Banks determine, that: (a) deposits of the necessary amount for the relevant Interest Period for any LIBOR Advance are not available in the relevant markets or that, by reason of circumstances affecting such market, adequate and reasonable means do not exist for ascertaining the LIBOR Interbank Rate for such Interest Period; or (b) that the LIBOR Rate (Reserve Adjusted) will not adequately and fairly reflect the cost to the Banks of making, maintaining or funding the LIBOR Advance for a relevant Interest Period; the Agent shall promptly give notice of such determination to the Borrower, and (i) any notice of a new LIBOR Advance previously given by the Borrower and not yet borrowed or converted shall be deemed to be a notice to make a Base Rate Advance, and (ii) the Borrower shall be obligated to either prepay in full any outstanding LIBOR Advances or convert any such LIBOR Advance to a Base Rate Advance, without premium or penalty on the last day of the current Interest Period with respect thereto.
View SourceView Similar (23)
Deposits Unavailable or Interest Rate Unascertainable or Inadequate; Impracticability. (a) Unless and until an alternative rate has been implemented in accordance with Section 5.2(b) below, if the Agent determines (which determination shall be conclusive and binding on the parties hereto), or in the case of Section 5.2(a)(ii), the Agent or the Required Banks determine, that: (i) deposits of the necessary amount for the relevant Interest Period for any LIBOR Advance are not available in the relevant markets or that, by reason of circumstances affecting such market, adequate and reasonable means do not exist for ascertaining the LIBOR Interbank Rate for such Interest Period; or (ii) that the LIBOR Rate (Reserve Adjusted) will not adequately and fairly reflect the cost to the Banks of making, maintaining or funding the LIBOR Advance for a relevant Interest Period; the Agent shall promptly give notice of such determination to the Borrower, and (i) any notice of a new LIBOR Advance previously given by the Borrower and not yet borrowed or converted shall be deemed to be a notice to make a Base Rate Advance, and (ii) the Borrower shall be obligated to either prepay in full any outstanding LIBOR Advances or convert any such LIBOR Advance to a Base Rate Advance, without premium or penalty on the last day of the current Interest Period with respect thereto. (b) Notwithstanding the foregoing, in the event the Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 5.2(a) have arisen and such circumstances are unlikely to be temporary, (ii) ICE Benchmark Administration (or any Person that takes over the administration of such rate) discontinues its administration and publication of interest settlement rates for deposits in United States dollars, or (iii) the supervisor for the administrator of the interest settlement rate described in clause (ii) of this Section 5.2(b) or a governmental authority having jurisdiction over the Agent has made a public statement identifying a specific date after which such interest settlement rate shall no longer be used for determining interest rates for loans, then the Agent and the Borrower shall seek to jointly agree upon an alternate rate of interest to the LIBOR Interbank Rate 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 the Agent and the Borrower shall enter into an amendment to this Agreement to reflect such alternate rate of ...
View SourceView Similar (3)
Deposits Unavailable or Interest Rate Unascertainable or Inadequate; Impracticability. If the Bank determines (which determination shall be conclusive and binding on the parties hereto) that: (a) deposits of the necessary amount for the relevant Loan Period for any LIBOR Rate Loan are not available to the Bank in the relevant market or that, by reason of circumstances affecting such market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Loan Period; (b) the LIBOR Rate will not adequately and fairly reflect the cost to the Bank of making or funding the LIBOR Rate Loans for its relevant Loan Period; or (c) the making or funding of any LIBOR Rate Loan has become impracticable as a result of any event occurring after the date of this Agreement which, in the opinion of the Bank, materially and adversely affects such Loan Unit or the Bank’s Commitment to make such Loan Unit or the relevant market; (1) any notice of a new LIBOR Rate Loan previously given by the Borrower and not yet borrowed or converted shall be deemed, as to the Bank, to be a notice to make a Prime Rate Loan and (2) the Borrower shall be obligated to either prepay in full any outstanding LIBOR Rate Loans without premium or penalty other than any amount required by Section 3.1(a) on the last day of the current Loan Period with respect thereto or convert any such LIBOR Rate Loan to a Prime Rate Loan or, in either case, on such earlier date as may be required by applicable law. Any prepayment of any LIBOR Rate Loan prior to the end of its Loan Period shall be accompanied by any payment required by Section 3.1(a).
View SourceView Similar (2)
Deposits Unavailable or Interest Rate Unascertainable or Inadequate; Impracticability. If any Buyer reasonably determines (which determination shall be conclusive and binding on the parties hereto) that: (a) deposits of the necessary amount for the relevant Interest Period or Fixed Rate Period elected by Seller pursuant to Section 2.8 are not available to that Buyer in the relevant markets or that, by reason of circumstances affecting such market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period or Fixed Rate Period;
View Source
Deposits Unavailable or Interest Rate Unascertainable or Inadequate; Impracticability. (a) Subject to Section 5.3(b) below, if the Agent determines (which determination shall be conclusive absent manifest error), or the Required Banks notify the Agent that the Required Banks have determined, that: (i) for any reason in connection with any request for an Advance (other than a Base Rate Advance), or a conversion or continuation thereof, that the Adjusted Term SOFR Screen Rate, Adjusted EURIBOR Rate, Adjusted ▇▇▇▇▇ ▇▇▇▇, Adjusted Daily Simple RFR or Adjusted Other Interest Rate, as applicable, does not adequately and fairly reflect the cost to such Banks of the funding such Loans, or (ii) the interest rate applicable to Advances (other than a Base Rate Advance) is not ascertainable or available (including, without limitation, because the applicable screen on which the rate for such Advance is published (including any successor or substitute page on such screen) is unavailable, and such inability to ascertain or unavailability is not expected to be permanent, then the Agent shall suspend the availability of the Type of Advance subject thereto and require any affected Advance to be repaid or converted (and redenominated into Dollars, if applicable) to Base Rate Advances, subject to the payment of any funding indemnification amounts required by Section 2.6.
View Source
Deposits Unavailable or Interest Rate Unascertainable or Inadequate; Impracticability. (a) Subject to Section 5.3(b) below, if the Agent determines (which determination shall be conclusive absent manifest error), or the Required Banks notify the Agent that the Required Banks have determined, that: (i) deposits of a type and maturity appropriate to match fund LIBOR Advances are not available to such Banks in the relevant market, or (ii) the interest rate applicable to LIBOR Advances for any requested Interest Period is not ascertainable or available (including, without limitation, because the applicable Reuters screen (or on any successor or substitute page on such screen) is unavailable) or does not adequately and fairly reflect the cost of making or maintaining LIBOR Advances, then the Agent shall suspend the availability of LIBOR Advances and require any affected LIBOR Advances to be repaid or converted to Base Rate Advances (in the Dollar Equivalent thereof, if denominated in an Alternative Currency) on the last day of the applicable Interest Period with respect thereto.
View Source
Deposits Unavailable or Interest Rate Unascertainable or Inadequate; Impracticability. If any Buyer reasonably determines (which determination shall be conclusive and binding on the parties hereto) that: (a) deposits of the necessary amount for the relevant Interest Period or Fixed Rate Period elected by PDC pursuant to Section 2.7 are not available to that Buyer in the relevant markets or that, by reason of circumstances affecting such market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period or Fixed Rate Period; (b) the use of the Eurodollar Rate (Reserve Adjusted) as the basis for the Buyers' Rate will not adequately and fairly reflect the cost to that Buyer of purchasing or maintaining the Buyers' Contracts for a relevant Interest Period or Fixed Rate Period; or
View Source
Deposits Unavailable or Interest Rate Unascertainable or Inadequate; Impracticability. If any Buyer reasonably determines (which determination shall be conclusive and binding on the parties hereto) that: (a) deposits of the necessary amount for the relevant Interest Period or Fixed Rate Period elected by PDC pursuant to Section 2.7 are not available to that Buyer in the relevant markets or that, by reason of circumstances affecting such market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period or Fixed Rate Period; (b) the use of the Eurodollar Rate (Reserve Adjusted) as the basis for the Buyers' Rate will not adequately and fairly reflect the cost to that Buyer of purchasing or maintaining the Buyers' Contracts for a relevant Interest Period or Fixed Rate Period; or (c) the use of the Eurodollar Rate (Reserve Adjusted) as the basis for the Buyers' Rate has become impracticable as a result of any event occurring after the date of this Agreement which, in the opinion of that Buyer, materially and adversely affects the Buyers' Contracts or the Buyers' obligation to purchase Contracts or the relevant market; such Buyer shall promptly give notice of such determination to PDC, with a copy to the Agent, and the Buyers' Rate with respect to the Buyer's Percentage of that Buyer of the principal amount outstanding under the Buyers' Contracts shall be the Prime Rate for as long as such condition persists; provided, however, that if at the time of any such determination the affected Buyer is using a reserve-adjusted certificate of deposit rate or similar rate as a basis for pricing, and if PDC so requests and enters into such amendments to this Agreement as the Agent and the Buyers may reasonably request in order to incorporate appropriate definitions and other terms typically included in the affected Buyer's documentation with respect to such rates, then the Buyers' Rate for the Buyer's Percentage of the affected Buyer of the Buyers' Contracts shall be the sum of (i) such reserve-adjusted certificate of deposit or similar rate, (ii) the Applicable Margin, and (iii) one eighth of one percent (0.125%).
View Source

Related to Deposits Unavailable or Interest Rate Unascertainable or Inadequate; Impracticability

  • Interest Rate Unascertainable, Inadequate or Unfair In the event that (i) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurodollar Rate then being determined is to be fixed or (ii) the Requisite Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon each Eurodollar Loan shall automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan and the obligations of the Lenders to make Eurodollar Rate Loans or to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower that the Requisite Lenders have determined that the circumstances causing such suspension no longer exist.

  • Illegality or Impracticability of Eurodollar Rate Loans In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Company and Administrative Agent) that the making, maintaining or continuation of its Eurodollar Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful) or (ii) has become impracticable, or would cause such Lender material hardship, as a result of contingencies occurring after the date of this Agreement which materially and adversely affect the interbank Eurodollar market or the position of such Lender in that market, then, and in any such event, such Lender shall be an "Affected Lender" and it shall on that day give notice (by telefacsimile or by telephone confirmed in writing) to Company and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter (a) the obligation of the Affected Lender to make Loans as, or to convert Loans to, Eurodollar Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (b) to the extent such determination by the Affected Lender relates to a Eurodollar Rate Loan then being requested by Company pursuant to a Notice of Borrowing or a Notice of Conversion/Continuation, the Affected Lender shall make such Loan as (or convert such Loan to, as the case may be) a Base Rate Loan, (c) the Affected Lender's obligation to maintain its outstanding Eurodollar Rate Loans (the "Affected Loans") shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (d) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurodollar Rate Loan then being requested by Company pursuant to a Notice of Borrowing or a Notice of Conversion/Continuation, Company shall have the option, subject to the provisions of subsection 2.6D, to rescind such Notice of Borrowing or Notice of Conversion/Continuation as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this subsection 2.6C shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, Eurodollar Rate Loans in accordance with the terms of this Agreement.

  • Illegality; Increased Costs; Deposits Not Available If at any time any Lender shall have determined that: (i) the making, maintenance or funding of any Loan to which a LIBOR Rate Option applies has been made impracticable or unlawful by compliance by such Lender in good faith with any Law or any interpretation or application thereof by any Official Body or with any request or directive of any such Official Body (whether or not having the force of Law), or (ii) such LIBOR Rate Option will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any such Loan, or (iii) after making all reasonable efforts, deposits of the relevant amount in Dollars for the relevant Interest Period for a Loan, or to banks generally, to which a LIBOR Rate Option applies, respectively, are not available to such Lender with respect to such Loan, or to banks generally, in the interbank eurodollar market, then the Administrative Agent shall have the rights specified in Section 4.4.3 [Administrative Agent’s and Lender’s Rights].

  • Unascertainable If on any date on which a LIBOR Rate would otherwise be determined, the Administrative Agent shall have determined that: (i) adequate and reasonable means do not exist for ascertaining such LIBOR Rate, or (ii) a contingency has occurred which materially and adversely affects the London interbank eurodollar market relating to the LIBOR Rate, the Administrative Agent shall have the rights specified in Section 4.4.3 [Administrative Agent’s and Lender’s Rights].

  • Basis for Determining Interest Rate Inadequate or Unfair In the event that Agent or any Lender shall have determined that: (a) reasonable means do not exist for ascertaining the Eurodollar Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or (b) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank Eurodollar market, with respect to an outstanding Eurodollar Rate Loan, a proposed Eurodollar Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Eurodollar Rate Loan, then Agent shall give Borrowing Agent prompt written, telephonic or telegraphic notice of such determination. If such notice is given, (i) any such requested Eurodollar Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Eurodollar Rate Loan, (ii) any Domestic Rate Loan or Eurodollar Rate Loan which was to have been converted to an affected type of Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New York City time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Eurodollar Rate Loan, shall be converted into an unaffected type of Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate Loan.