Rates Unavailable Clause Samples
The 'Rates Unavailable' clause defines what happens if a referenced interest rate or benchmark becomes unavailable or cannot be determined. Typically, this clause outlines alternative methods for determining the applicable rate, such as using a replacement rate agreed upon by the parties or referencing a fallback index. For example, if LIBOR is discontinued, the clause may specify that SOFR or another benchmark will be used instead. Its core function is to ensure continuity and certainty in contractual obligations by providing a clear process for rate substitution, thereby preventing disputes or disruptions in payment calculations.
Rates Unavailable. (a) Subject to paragraphs (b), (c), (d), (e), (f) and (g) of this Section 3.11, if prior to the commencement of any Interest Period for a Term SOFR Rate Advance or an RFR Advance:
(i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) (A) that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR Rate (including because the Term SOFR Screen Rate is not available or published on a current basis), for such Interest Period; or (B) at any time, that adequate and reasonable means do not exist for ascertaining the applicable Adjusted Daily Simple SOFR for Dollars; or
(ii) the Administrative Agent is advised by the Required Lenders that (A) the Adjusted Term SOFR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Advances (or its Advances) included in such Borrowing for such Interest Period or (B) at any time, the applicable Adjusted Daily Simple SOFR for Dollars will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Advances (or its Advances) included in such Borrowing for Dollars; then the Administrative Agent shall give notice thereof to the Lead Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until the Administrative Agent notifies the Lead Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark, (A) any Interest Period Notice that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Term Benchmark Borrowing shall be ineffective and (B) if any Borrowing Request requests a Term SOFR Rate Borrowing in Dollars, such Borrowing shall be made as an Base Rate Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted. Furthermore, if any Term Benchmark Advance is outstanding on the date of the Lead Borrower’s receipt of the notice from the Administrative Agent referred to in Section 3.11(a) with respect to a Relevant Rate applicable to such Term Benchmark Advance, then until the Administrative Agent notifies the Lead Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, then on the last day of the Interest Period applicable to such Loan (or the next s...
Rates Unavailable. If the Administrative Agent or the Required Lenders shall have determined that by reason of circumstances affecting the Administrative Agent's or the Required Lenders' relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBOR Loans of such Type, then, upon notice from the Administrative Agent (given at the direction of the Required Lenders if such determination shall have been made by the Required Lenders) to the Borrower and the Lenders, the obligations of all Lenders under Sections 2.5, 2.6 and 2.7 to make or continue any Loans as, or to convert any Loans into, LIBOR Loans shall forthwith be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
Rates Unavailable. If the Administrative Agent determines that no reasonable basis exists for determining Daily Simple ▇▇▇▇▇ (including pursuant to the second sentence in the definition thereof), the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon the Derived Rate shall automatically be amended, without any action by any other party to this Agreement, to refer to the sum of the Central Bank Rate plus the applicable Central Bank Rate Adjustment plus the Applicable Rate. If the circumstances in the immediately preceding sentence apply but the Central Bank Rate is unavailable for any day, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon the Derived Rate shall then automatically be amended, without any action by any other party to this Agreement, to refer to the sum of the most recent Central Bank Rate for a day which is no more than five Business Days before such date of determination plus the Central Bank Rate Adjustment plus the Applicable Rate.
Rates Unavailable. If the Agent or the Required Lenders shall have determined that by reason of circumstances affecting the Agent's or the Required Lenders' relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to Fixed Rate Loans of such Type, then, upon notice from the Agent (given at the direction of the Required Lenders if such determination shall have been made by the Required Lenders) to the Borrower and the Lenders, the obligations of all Lenders under Section 2.3 and Section 2.4 to make or continue any Loans as, or to convert any Loans into, Fixed Rate Loans shall forthwith be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.