Common use of Term SOFR Transition Clause in Contracts

Term SOFR Transition. If (i) a Benchmark Replacement Date has occurred and the applicable Benchmark Replacement on such Benchmark Replacement Date is a Benchmark Replacement other than the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, (ii) subsequently, the Relevant Governmental Body recommends for use a forward-looking term rate based on SOFR and (iii) Buyer determines (in its sole discretion) that such forward looking term rate is administratively feasible for Buyer, then Buyer may (in its sole discretion) provide Seller with written notice (a “Term SOFR Transition Event”) that from and after a date identified in such notice: (i) a Benchmark Replacement Date shall be deemed to have occurred and the Benchmark Replacement on such Benchmark Replacement Date shall be deemed to be a Benchmark Replacement determined in accordance with clause (1) of the definition of “Benchmark Replacement”; provided, however, that if upon such Benchmark Replacement Date the Benchmark Replacement Adjustment is unable to be determined in accordance with clause (1) of the definition of “Benchmark Replacement” and the corresponding definition of “Benchmark Replacement Adjustment”, then the Benchmark Replacement Adjustment in effect immediately prior to such Benchmark Replacement Date shall be utilized for purposes of this Benchmark Replacement and (ii) such forward looking term rate shall be deemed to be the forward looking term rate referenced in the definition of “Term SOFR” for all purposes under this Agreement or under any other Transaction Document in respect of any Benchmark setting and any subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document. For the avoidance of doubt, if the circumstances described in the immediately preceding sentence shall occur, all applicable provisions set forth in this Article 3(g) shall apply with respect to such election of Buyer as completely as if such forward-looking term rate was initially determined in accordance with clause (1) of the definition of “Benchmark Replacement”, including, without limitation, the provisions set forth in Article 3(g)(ii).

Term SOFR Transition. If (i) a Benchmark Replacement Date has occurred and the applicable Benchmark Replacement on such Benchmark Replacement Date is a Benchmark Replacement other than the sum of: (a) Term SOFR and (b) Notwithstanding anything to the related Benchmark Replacement Adjustmentcontrary herein or in any other Loan Document, (ii) subsequently, if the Relevant Governmental Body recommends for use Administrative Agent determines a forward-looking term rate based on SOFR and (iii) Buyer determines (in its sole discretion) that such forward looking term rate is administratively feasible for Buyer, then Buyer may (in its sole discretion) provide Seller with written notice (a “Term SOFR Transition Event”) that from Event and after a date identified in such notice: (i) a Benchmark its related Term SOFR Replacement Date shall be deemed to have occurred and in respect of any setting of the Benchmark then-current Term SOFR Reference Rate, then (x) if a Term SOFR Replacement on such Benchmark Replacement Date shall be deemed to be a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement”; provided, however, that if upon such Benchmark Replacement Date the Benchmark Replacement Adjustment is unable to be determined in accordance with clause (1) of the definition of “Benchmark Term SOFR Replacement” and the corresponding definition of “Benchmark for such Term SOFR Replacement Adjustment”Date, then the Benchmark such Term SOFR Replacement Adjustment in effect immediately prior to such Benchmark Replacement Date shall be utilized for purposes of this Benchmark Replacement and (ii) such forward looking term rate shall be deemed to be the forward looking term rate referenced in the definition of “will replace Term SOFR” SOFR for all purposes under this Agreement or hereunder and under any other Transaction Loan Document in respect of any Benchmark such Term SOFR setting and any subsequent Benchmark settings, Term SOFR settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document. For the avoidance of doubt, Loan Document and (y) if the circumstances described in the immediately preceding sentence shall occur, all applicable provisions set forth in this Article 3(g) shall apply with respect to such election of Buyer as completely as if such forward-looking term rate was initially a Term SOFR Replacement is determined in accordance with clause (12) of the definition of “Benchmark Term SOFR Replacement”” for such Term SOFR Replacement Date, such Term SOFR Replacement will replace Term SOFR for all purposes hereunder and under any Loan Document in respect of any Term SOFR setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Term SOFR 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 the Administrative Agent has not received, by such time, written notice of objection to such Term SOFR Replacement from the Majority Lenders. If the Term SOFR Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis. (b) In connection with the use, administration, adoption or implementation of a Term SOFR Replacement, the Administrative Agent will have the right to make Term SOFR Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, without limitation, Section 12.5), any amendments implementing such Term SOFR Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any Loan Document. (c) The Administrative Agent will promptly notify the provisions set forth Borrower, the Collateral Manager and the Lenders (with a copy to the Collateral Agent and the Collateral Administrator) of (i) the implementation of any Term SOFR Replacement and its related Term SOFR Replacement Date following the occurrence of a Term SOFR Transition Event, (ii) the effectiveness of any Term SOFR Replacement Conforming Changes, (iii) the removal or reinstatement of any tenor of Term SOFR pursuant to clause (d) below and (iv) the commencement or conclusion of any Term SOFR Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.11, 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 Article 3(g)(iiits or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11. (d) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Term SOFR Replacement), (i) if then-current Term SOFR is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for Term SOFR is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of Term SOFR has provided a public statement or publication of information announcing that any tenor for Term SOFR is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Term SOFR settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for Term SOFR (including a Term SOFR Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for Term SOFR (including a Term SOFR Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Term SOFR settings at or after such time to reinstate such previously removed tenor. (e) Upon the Borrower’s receipt of notice of the commencement of a Term SOFR Unavailability Period, the Borrower may revoke any request for a Term SOFR Loan of, conversion to or continuation of Term SOFR Loan to be made, converted or continued during any Term SOFR Unavailability Period and, failing that, each Loan then accruing interest calculated by reference to Term SOFR shall be deemed to accrue interest at the Alternate Base Rate. During any Term SOFR Unavailability Period or at any time that a tenor for then-current Term SOFR is not an Available Tenor, the component of the Alternate Base Rate based upon then-current Term SOFR or such tenor for Term SOFR, as applicable, will not be used in any determination of Alternate Base Rate. (f) Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, at such times, such index shall be deemed to be zero for purposes of this Agreement.