Common use of zero Clause in Contracts

zero. If by 5:00 p.m. on the second (2nd) U.S. Government Securities Business Day immediately following any SOFR Determination Day, SOFR in respect of such SOFR Determination Day has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to the Daily Simple SOFR has not occurred, then SOFR for such SOFR Determination Day will be SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR 27 was published on the SOFR Administrator’s Website; provided that any SOFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple SOFR for no more than three (3) consecutive SOFR Rate Days. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrowers. "Default" means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both would, unless waived in accordance with Section 12.5 or cured, become an Event of Default. "Default Differential" means, with respect to the Collateral Loans, as of any date of determination, the rate calculated by subtracting the Scenario Default Rate for the Collateral Loans at such time from (x) during any S&P CDO Monitor Formula Election Period, the Adjusted Break- Even Default Rate or (y) during any S&P CDO Monitor Model Election Period, the Break-Even Default Rate, in each case, for the Collateral Loans at such time. "Default Rate Dispersion" means as of any date of determination, the number obtained by (a) summing the products for each Collateral Loan (other than Defaulted Loans) of (i) the absolute value of (x) the S&P Rating Factor of such Collateral Loan minus (y) the S&P Weighted Average Rating Factor by (ii) the outstanding principal balance at such time of such Collateral Loan and (b) dividing such sum by the aggregate outstanding principal balance on such date of all Collateral Loans (other than Defaulted Loans). "Defaulted Loan" means any Collateral Loan as to which: (a) a default as to the payment of principal and/or interest has occurred and is continuing with respect to such Collateral Loan (without regard to any grace period applicable thereto, or waiver thereof, after the passage of five Business Days or seven calendar days, whichever is greater, if the Borrowers or the Servicer determines that such default is unrelated to credit-related causes (which determination shall be reported in the next Collateral Report required to be delivered pursuant to Section 5.1(h)), but in no case beyond the passage of any grace period applicable thereto); (b) except in the case of a DIP Loan or Current Pay Obligation, the Borrowers or the Servicer has received written notice or a Senior Authorized Officer of the Borrowers or the Servicer has actual knowledge that a default as to the payment of principal and/or interest has occurred and is continuing on another debt obligation of the same Obligor that is senior or pari passu in right of payment to such Collateral Loan (in each case, after the passage of five Business Days or seven calendar days, whichever is greater, if the Borrowers or the Servicer determines that such default is unrelated to credit-related causes (which determination shall be reported in the next Collateral Report required to be delivered pursuant to Section 5.1(h) but only to the extent the Borrowers or the Servicer has been notified or otherwise has knowledge of such default), but in no case beyond the passage of any grace period applicable thereto; provided that both the Collateral Loan and such other debt obligation are full recourse obligations of the applicable Obligor); (c) except in the case of a DIP Loan or Current Pay Obligation, the Obligor in respect of such Collateral Loan has, or others have, instituted proceedings to have such Obligor

zero. If by 5:00 p.m. on the second (2nd) U.S. Government Securities Business Day immediately following any SOFR Determination Day, SOFR in respect of such SOFR Determination Day has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to the Daily Simple SOFR has not occurred, then SOFR for such SOFR Determination Day will be SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR 27 was published on the SOFR Administrator’s Website; provided that any SOFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple SOFR for no more than three (3) consecutive SOFR Rate Days. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the BorrowersBorrower. "“Default" means any condition or ”: Any event which constitutes an Event of Default or which that, with the giving of notice or the lapse of time time, or both wouldboth, would (unless cured or waived in accordance with Section 12.5 or cured, 12.1) become an Event of Default. "“Default Differential" meansRight”: The meaning assigned to that term in, with respect to the Collateral Loansand shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as of any date of determination, the rate calculated by subtracting the Scenario Default Rate for the Collateral Loans at such time from (x) during any S&P CDO Monitor Formula Election Period, the Adjusted Break- Even Default Rate or (y) during any S&P CDO Monitor Model Election Period, the Break-Even Default Rate, in each case, for the Collateral Loans at such timeapplicable. "Default Rate Dispersion" means as of any date of determination, the number obtained by (a) summing the products for each Collateral Loan (other than Defaulted Loans) of “Defaulting Lender”: Any Lender that (i) has failed to fund any portion of the absolute value Advances required to be funded by it hereunder within one Business Day of (x) the S&P Rating Factor of such Collateral Loan minus (y) the S&P Weighted Average Rating Factor date required to be funded by it hereunder, (ii) the outstanding principal balance at such time of such Collateral Loan and (b) dividing such sum by the aggregate outstanding principal balance on such date of all Collateral Loans (other than Defaulted Loans). "Defaulted Loan" means any Collateral Loan as has otherwise failed to which: (a) a default as pay over to the payment of principal and/or interest has occurred and is continuing with respect to such Collateral Loan (without regard to Administrative Agent or any grace period applicable thereto, or waiver thereof, after the passage of five Business Days or seven calendar days, whichever is greater, if the Borrowers or the Servicer determines that such default is unrelated to credit-related causes (which determination shall be reported in the next Collateral Report other Lender any other amount required to be delivered pursuant to Section 5.1(h))paid by it hereunder within three Business Days of the date when due, but in no case beyond unless such amount is the passage of any grace period applicable thereto); (b) except in the case subject of a DIP Loan or Current Pay Obligationgood faith dispute, (iii) has notified the Borrower, the Borrowers Administrative Agent or the Servicer any other Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has received written notice or made a Senior Authorized Officer of the Borrowers or the Servicer has actual knowledge that a default as public statement to the payment of principal and/or interest effect that it does not intend to comply or has occurred and failed to comply with its funding obligations under this Agreement or generally under other agreements in which it commits or is continuing on another debt obligation of obligated to extend credit, or (iv) has become or is insolvent or has become the same Obligor that is senior or pari passu in right of payment to such Collateral Loan (in each case, after the passage of five Business Days or seven calendar days, whichever is greater, if the Borrowers or the Servicer determines that such default is unrelated to credit-related causes (which determination shall be reported in the next Collateral Report required to be delivered pursuant to Section 5.1(h) but only to the extent the Borrowers or the Servicer has been notified or otherwise has knowledge of such default), but in no case beyond the passage of any grace period applicable thereto; provided that both the Collateral Loan and such other debt obligation are full recourse obligations of the applicable Obligor); (c) except in the case subject of a DIP Loan or Current Pay Obligation, the Obligor in respect of such Collateral Loan has, or others have, instituted proceedings to have such Obligor-16-