Benchmark Replacement (Non-Dollar) Clause Samples
The Benchmark Replacement (Non-Dollar) clause defines the process for substituting a financial benchmark rate, such as LIBOR, when the original benchmark is no longer available or applicable for non-U.S. dollar transactions. This clause typically outlines the criteria for selecting a new benchmark, the parties responsible for making the determination, and the timing of the replacement. For example, if a loan agreement references a benchmark rate in euros that is discontinued, this clause would specify how a new rate is chosen and implemented. Its core function is to ensure continuity and certainty in financial contracts by providing a clear mechanism for updating reference rates, thereby minimizing disruption and disputes.
Benchmark Replacement (Non-Dollar). Notwithstanding any provision to the contrary set forth in this Agreement, if at any time the Administrative Agent determines that a Benchmark Transition Event has arisen with respect to any Benchmark other than the Benchmark (Dollar) or the Canadian Benchmark, then the Administrative Agent and the Borrower may designate a new benchmark rate (which may include spread adjustments applicable to such rate or any rate based on such rate) to be used to calculate such Benchmark, which benchmark rate may be (i) a comparable successor rate that, at such time, is broadly accepted by the U.S. syndicated loan market for loans denominated the applicable currency (as applicable) in lieu of the then-applicable Benchmark for such currency or (ii) such other benchmark rate designated by the Administrative Agent with the consent of the Borrower. Except as set forth in clause (ii) of the immediately preceding sentence, the designation of such alternative benchmark rate shall become effective without any further action or consent of any other party to this Agreement. If (x) the circumstances described in clause (i) or clause (ii) above have arisen and (y) the Benchmark for such currency cannot be determined for such Remittance Period in accordance with the definition of the applicable Benchmark, then until an alternate benchmark rate shall be determined in accordance with this paragraph, for any Advance denominated in such currency, the Benchmark shall be equal to the benchmark for the Administrative Agent’s cost of funds in such currency (as determined in good faith by the Administrative Agent by written notice to the Borrower). Any determination, decision or election that may be made by the Administrative Agent pursuant to this Section 12.01(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in the Administrative Agent’s sole discretion and without consent from any other party to this Agreement or any other Transaction Document.
Benchmark Replacement (Non-Dollar). Notwithstanding any provision to the contrary set forth in this Agreement, if at any time the Administrative Agent determines (and the Borrower consents to such determination), that a Benchmark Transition Event has arisen with respect to any Benchmark other than the Benchmark (Dollar) or the Canadian Benchmark, then the Administrative Agent and the Borrower may designate a new benchmark rate (which may include spread adjustments applicable to such rate or any rate based on such rate) to be used to calculate such Benchmark, which benchmark rate may be (i) a comparable successor rate that, at such time, is broadly accepted by the U.S. syndicated loan market for loans denominated the applicable currency (as applicable) in lieu of the then-applicable Benchmark for such currency or