Inability to Determine Rates; Benchmark Replacement Clause Samples
Inability to Determine Rates; Benchmark Replacement. (a) In the event that the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Quotation Date with respect to any Eurocurrency Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of “Eurocurrency Rate,” the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to each Borrower and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, Eurocurrency Rate Loans until such time as the Administrative Agent notifies the Parent Borrower and Lenders, as applicable, that the circumstances giving rise to such notice no longer exist (which notice the Administrative Agent agrees to give promptly upon such change in circumstances), (ii) any Foreign Currency Loans shall be converted to or continued, at the sole option of the applicable Borrower, in Dollars as Base Rate Loans and (iii) any Committed Loan Notice given by any Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by such Borrower (for the avoidance of doubt, without any amount being payable by such Borrower pursuant to Section 3.05).
(b) Notwithstanding anything to the contrary in this Agreement or any other Credit Documents:
(i) On March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-week, 1-month, 2-month, 3-month, 6-month and 12- month U.S. dollar LIBOR tenor settings. On the earlier of (A) the date that all Available Tenors of U.S dollar LIBOR have permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative, (B) June 30, 2023 and (C) the Early Opt-in Effective Date in respect of a SOFR Early Opt-in, if the then-current Relevant Rate applicable to Dollars is LIBOR, the Benchmark Replacement will replace such Relevant Rate with respect to Dollars for all purposes hereunder and under any Credit Document in respect of any setting of such Relevant Rate on such day and all subsequent settings without any amendment to, or f...
Inability to Determine Rates; Benchmark Replacement. (a) Temporary Inability to Determine Rates. Subject to clause (b) below, if Administrative Agent or Required Lenders shall have determined in good faith that adequate and reasonable means do not exist for ascertaining Term SOFR or that Term SOFR does not adequately and fairly reflect the cost to Lenders of funding or maintaining such Loan for the applicable Interest Period, Administrative Agent (either individually or upon direction of Required Lenders) will forthwith give notice of such determination to Borrower and each Lender. Thereafter, the obligation of Lenders to make or maintain SOFR Loans hereunder shall be suspended until Administrative Agent (individually or upon direction of Required Lenders) revokes such notice in writing. Upon receipt of such notice, Borrower may revoke any request for Borrowing then submitted by it. If Borrower does not revoke such notice, Lenders shall make, convert or continue the Loans, as proposed by Borrower, but such Loans shall be made, converted or continued as Prime Rate Loans.
Inability to Determine Rates; Benchmark Replacement. (a) Subject to Section 8.3(b) through (g), if at least two (2) Business Days prior the commencement of any Interest Period for a Tranche Rate Loan, the Administrative Agent determines (which determination shall be conclusive and binding, absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, the Administrative Agent will promptly so notify the Borrowers and each Lender in writing. Thereafter, (i) the obligation of the Lenders to make or maintain Tranche Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice and (ii) any Tranche Rate Loan shall, at the election of the Borrowers (I) be made as a Base Rate Loan denominated in Dollars (pursuant to arrangements satisfactory to the Administrative Agent and the Borrowers) or (II) be repaid in full immediately. Upon receipt of such notice, (a) the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of such Tranche Rate Loans in the affected currency or currencies or, failing that, will be deemed to have converted such request, if applicable, into a request for a Borrowing of Base Rate Loans in the amount specified therein and (b) the component of Base Rate based upon Term SOFR will not be used in any determination of Base Rate.
Inability to Determine Rates; Benchmark Replacement. 13.1 Inability to determine rates
(a) the Buyer determines that the 'Term SOFR' cannot be determined pursuant to the definition thereof; or
(b) the Buyer determines that the Term SOFR rate does not adequately and fairly reflect the cost to the Buyer of making and maintaining the Advances, the Buyer will promptly, but in no event later than three (3) Business Days, notify the Seller. Upon notice thereof by the Buyer to the Seller, any obligation of the Buyer to make Advances shall be suspended until the Buyer revokes such notice.
(c) Upon receipt of such notice, (i) the Seller may revoke any Advance Request; and (ii) any reference made to 'Term SOFR' will be deemed to have been converted into ABR for any affected Advance.
Inability to Determine Rates; Benchmark Replacement. (a) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. New York City time on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.
Inability to Determine Rates; Benchmark Replacement. (a) Subject to clauses (b) through (g) of this Section 3.03
Inability to Determine Rates; Benchmark Replacement. (a) Inability to Determine Rates. [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed.
Inability to Determine Rates; Benchmark Replacement. 13.1 Inability to determine rates
Inability to Determine Rates; Benchmark Replacement