Reference Rate Replacement Clause Samples
Reference Rate Replacement. If:
(1) Reference Rate Replacement is specified as applicable in the Final Terms;
(2) Screen Rate Determination is specified in the Final Terms as the manner in which the Rate of Interest is to be determined; and
(3) notwithstanding the provisions of Condition 5B.4A above, a Benchmark Event occurs in relation to an Original Reference Rate when any Rate of Interest (or component thereof) remains to be determined by reference to such Original Reference Rate, then the following provisions shall apply to the relevant Series of Notes:
(a) The Issuer shall use reasonable endeavours to appoint an Independent Adviser, at the Issuer’s own expense, to determine a Successor Reference Rate or, if such Independent Adviser is unable so to determine a Successor Reference Rate, an Alternative Reference Rate and, in each case, an Adjustment Spread (in any such case, acting in good faith and in a commercially reasonable manner) for the purposes of determining the Rate of Interest applicable to the Notes for all future Interest Periods (subject to the subsequent operation of this Condition 5B.4H during any other future Interest Period(s)).
(b) Subject to paragraph (c) of this Condition 5B.4H, if:
(i) the relevant Independent Adviser (acting in good faith and in a commercially reasonable manner), no later than five Business Days prior to the Interest Determination Date relating to the next Interest Period (the “IA Determination Cut-off Date”), determines a Successor Reference Rate or, if such Independent Adviser fails so to determine a Successor Reference Rate, an Alternative Reference Rate and, in each case, an Adjustment Spread (in any such case, acting in good faith and in a commercially reasonable manner) for the purposes of determining the Rate of Interest (or component thereof) applicable to the Notes for all future Interest Periods (subject to the subsequent operation of this Condition 5B.4H during any other future Interest Period(s)); or
(ii) the Issuer is unable to appoint an Independent Adviser, or the Independent Adviser appointed by the Issuer in accordance with paragraph (a) of this Condition 5B.4H fails to determine a Successor Reference Rate or an Alternative Reference Rate prior to the relevant IA Determination Cut-off Date, the Issuer (acting in good faith and in a commercially reasonable manner), no later than three Business Days prior to the Interest Determination Date relating to the next Interest Period (the “Issuer Determination Cut-off Date”), determine...
Reference Rate Replacement. (a) Notwithstanding anything to the contrary herein or in any other Credit Document, if a Reference Rate Transition Event or an Early Opt-in Election, as applicable, and its related Reference Rate Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Reference Rate, then (x) if a replacement Reference Rate is determined in accordance with clause (1) or (2) of the definition of "Reference Rate Replacement" for such Reference Rate Replacement Date or in connection with an Early Opt-in Election, such Reference Rate Replacement will replace such Reference Rate for all purposes hereunder and under any Credit Document in respect of such Reference Rate setting and subsequent Reference Rate settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document, (y) if a Reference Rate Replacement is determined in accordance with clause (3) of the definition of "Reference Rate Replacement" for such Reference Rate Replacement Date, such Reference Rate Replacement will replace such Reference Rate for all purposes hereunder and under any Credit Document in respect of any Reference Rate setting at or after 5:00 p.m. New York City time on the fifth (5th) Business Day after the date notice of such Reference Rate 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 Credit Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Reference Rate Replacement from Lenders comprising the Required Lenders or (z) in connection with an Early Opt-in Election, such Reference Rate Replacement will replace such Reference Rate for all purposes hereunder and under any Credit Document in respect of such Reference Rate setting on the date specified in the notice of the Early Opt-in Election delivered in accordance with the definition of such term.
(b) In connection with any replacement of a Reference Rate in accordance with this Section 3.02, the Administrative Agent, in consultation with the Servicer, will have the right to make Reference Rate Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Reference Rate Replacement Conforming Changes will become effective without any further action or consent of any other party to...
Reference Rate Replacement. For purposes of this Agreement and each other Loan Document, the Obligors jointly and severally acknowledge and agree for the benefit of each Secured Party as follows:
(a) Upon the occurrence of an event of the type described in the first proviso of the definition of “Reference Rate”, the Administrative Agent will promptly notify the Borrower thereof and, as set forth in such proviso, the Administrative Agent and the Borrower shall endeavor, in good faith, to establish an alternate rate of interest to One-Month Term SOFR. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to One-Month Term SOFR or any other rate referenced herein or in any other Loan Document or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement Reference Rate will be similar to, or produce the same value or economic equivalence of, One-Month Term SOFR or have the same volume or liquidity as did One-Month Term SOFR prior to its discontinuance or unavailability).
(b) There is no assurance that the composition or characteristics of any such alternative, successor or replacement Reference Rate will be similar to or produce the same value or economic equivalence as One-Month Term SOFR or that it will have the same volume or liquidity as did One-Month Term SOFR prior to its discontinuance or unavailability.
Reference Rate Replacement. Notwithstanding anything to the contrary contained in this Agreement or any other Financing Document, the Parties agree that:
(a) If for any reason the Term SOFR rate corresponding to the Interest Period of the Loan is not available or does not conform to the Term SOFR periodicity, the Term SOFR rate of the highest available published period will be taken. For purposes of the Term SOFR rate, the first five (5) decimal places will be taken, truncating to the fifth decimal place.
(b) In the event that, even though it is a SOFR Business Day, the relevant Term SOFR is not provided by the Term SOFR Administrator on a Term SOFR Determination Date, the Term SOFR rate for that day will be either (i) a rate formally recommended by the Term SOFR Administrator or (ii) the latest published Term SOFR rate.
(c) In the event that, at any time during the term of the Loan, the base interest rate used for this transaction (the “Reference Rate”) cannot be determined, the Creditors, through the Administrative Agent, will notify the Debtor in writing of such circumstance and will inform the Debtor of the new interest rate applicable to this Loan. The Debtor agrees and authorizes the Creditors, through the Administrative Agent, to select a base interest rate to replace the Reference Rate (the “Replacement Rate”) and if necessary, a reference margin to compensate for the difference between the Replacement Rate and the Reference Rate (the “Compensation Margin”) and in conjunction with the Replacement Rate, the “Total Replacement Rate,” which term shall apply even if there is no Compensation Margin, provided that the Total Replacement Rate has been determined or published by any authority, entity or regulator (such as, but not limited to, the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto) or such Total Replacement Rate chosen by the Creditors, through the Administrative Agent, is consistent with international market practice to supplant the Reference Rate. In addition, the Debtor authorizes the Creditors, through the Administrative Agent, to apply the Total Replacement Rate on such terms as it deems best approximates the original terms of this Loan, provided that such practice is administratively feasible for the Administrative Agent; otherwise, the Total Replacement Rate shall be applied as reasonably determined by the Creditors...
Reference Rate Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document:
Reference Rate Replacement. (a) If a Reference Rate Transition Event has occurred with respect to the Reference Rate, the Administrative Agent shall notify the other parties hereto in writing and the Administrative Agent and the Company may select an alternative reference rate that is the sum of: (A) if available, Daily Simple SOFR or (B) the alternate benchmark rate that has been selected by the Administrative Agent and the Company as the replacement for the then-current Reference Rate giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Reference Rate for syndicated credit facilities denominated in USD at such time.
(b) In connection with any replacement of a Reference Rate in accordance with this Section 3.02, the Administrative Agent, in consultation with the Portfolio Manager, will have the right to make Reference Rate Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Reference Rate Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Document.
(c) Notwithstanding anything in this Section 3.02 or otherwise set forth in this Agreement to the contrary, if no alternative reference rate is adopted with respect to the Reference Rate for Advances made in USD by the later of (i) the date that is 30 days after notice from the Administrative Agent of a Reference Rate Transition Event and (ii) the applicable Reference Rate Replacement Date, the provisions of Section 3.01(h) shall apply.
Reference Rate Replacement. Upon the occurrence of an event of the type described in the first proviso of the definition of “Reference Rate”, the Administrative Agent will promptly notify the Borrower thereof and, as set forth in such proviso, the Administrative Agent and the Borrower shall endeavor, in good faith, to establish an alternate rate of interest to One-Month Term SOFR, provided that there is no assurance that the composition or characteristics of any such alternative, successor or replacement Reference Rate will be similar to or produce the same value or economic equivalence as One-Month Term SOFR or that it will have the same volume or liquidity as did One-Month Term SOFR prior to its discontinuance or unavailability.
Reference Rate Replacement. Upon the occurrence of an event of the type described in the first proviso of the definition of “Reference Rate”, the Collateral Agent will promptly notify the Borrower thereof and, as set forth in such proviso, the Collateral Agent and the Borrower shall endeavor, in good faith, to establish an alternate rate of interest to One-Month Term SOFR; provided that there is no assurance that the composition or characteristics of any such alternative, successor or replacement Reference Rate will be similar to or produce the same value or economic equivalence as One-Month Term SOFR or that it will have the same volume or liquidity as did One-Month Term SOFR prior to its discontinuance or unavailability.”
(e) Section 1 of the Existing Credit Agreement is hereby amended by inserting new Section 1.06 at the end of such section, which shall read as follows:
Reference Rate Replacement. 40 1.06 Times of Day; Times of Performance .................................................................. 40 1.07 Schedules ............................................................................................................. 40 SECTION 2 THE COMMITMENTS AND THE LOANS ......................................................... 40 2.01 Loans .................................................................................................................... 40 2.02
Reference Rate Replacement. If:
(1) Reference Rate Replacement is specified as applicable in the Final Terms;
(2) Screen Rate Determination is specified in the Final Terms as the manner in which the Rate of Interest is to be determined; and