Common use of Inability to Determine or Inadequate LIBO Rate Clause in Contracts

Inability to Determine or Inadequate LIBO Rate. Subject, in each case, to clause (c) below, if prior to the commencement of any Interest Period for a LIBO Rate Advance or a Floating Rate Bid Advance: (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the LIBO Rate (including because the LIBO Screen Rate is not available or published on a current basis) for such Interest Period; or (ii) the Administrative Agent is advised by the Required Lenders (or, in the case of a Floating Rate Bid Advance, the Lender that is required to make such Advance) that the LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining the Advances included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof (which may be by telephone) to Mondelēz International and the Lenders as promptly as practicable thereafter and, until the Administrative Agent notifies Mondelēz International and the Lenders that the circumstances giving rise to such notice no longer exist, (A) a request to Convert any affected Pro Rata Borrowing into a LIBO Rate Borrowing, or to Convert any affected LIBO Rate Borrowing into a LIBO Rate Borrowing for a new Interest Period, shall be ineffective, (B) unless repaid, any affected LIBO Rate Borrowing shall be Converted to a Base Rate Borrowing at the end of the then existing Interest Period therefor, (C) any Notice of Pro Rata Borrowing for an affected LIBO Rate Borrowing shall be deemed to be a request for a Base Rate Borrowing and (D) any Notice of Competitive Bid Borrowing for affected Floating Rate Bid Advances shall be ineffective; provided that if the circumstances giving rise to such notice do not affect all the Lenders, requests by the applicable Borrower for Floating Rate Bid Advances may be made to Lenders that are not affected thereby.

Inability to Determine or Inadequate LIBO Rate. Subject, in each case, to clause (c) below, if If prior to the commencement of any Interest Period for a any Borrowing comprised of LIBO Rate Advance Advances or a Floating Rate Bid AdvanceAdvances: (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the LIBO Rate (including because the LIBO Screen Rate is not available or published on a current basis) for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (ii) the Administrative Agent is advised by the Required Lenders (or, in the case of a Floating Rate Bid Advance, the Lender that is required to make such Advance) that the LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining the such Advances included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof (which may be by telephone) to Mondelēz International and the Lenders as promptly as practicable thereafter and, until the Administrative Agent notifies Mondelēz International and the Lenders that the circumstances giving rise to such notice no longer exist, (A) a request to Convert any affected Pro Rata Borrowing Advance into a LIBO Rate BorrowingAdvance, or to Convert any affected LIBO Rate Borrowing Advance into a LIBO Rate Borrowing Advance for a new Interest Period, shall be ineffective, (B) unless repaid, any affected LIBO Rate Borrowing Advance shall be Converted to a Base Rate Borrowing Advance at the end of the then existing Interest Period therefor, (C) any Notice of Pro Rata Borrowing for an the affected LIBO Rate Borrowing Advances shall be deemed to be a request for a Borrowing comprised of Base Rate Borrowing Advances and (D) any Notice of Competitive Bid Borrowing for the affected Floating Rate Bid Advances shall be ineffective; provided that if the circumstances giving rise to such notice do not affect all the Lenders, requests by the applicable Borrower for Floating Rate Bid Advances may be made to Lenders that are not affected thereby. (i) Notwithstanding anything to the contrary herein or in any Note, upon the occurrence of a Benchmark Transition Event or an Early Opt-In Election, as applicable, the Administrative Agent and Mondelēz International may amend this Agreement to replace the LIBO Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent has posted such proposed amendment to all Lenders, so long as the Administrative Agent has not received, by such time, written notice of objection to such proposed amendment from Lenders comprising the Required Lenders; provided that, with respect to any proposed amendment containing any SOFR-Based Rate, the Lenders shall be entitled to object only to the Benchmark Replacement Adjustment contained therein. Any such amendment with respect to an Early Opt-In Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders consent to such amendment. No replacement of LIBO Rate with a Benchmark Replacement will occur prior to the applicable Benchmark Transition Start Date. (ii) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any Note, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement. (iii) The Administrative Agent will promptly notify Mondelēz International and the Lenders of (A) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes and (D) the commencement or conclusion of any Benchmark Unavailability Period. (iv) Upon receipt by Mondelēz International of notice of the commencement of a Benchmark Unavailability Period, the provisions of clauses (A) through (D) of Section 2.08(b) shall apply as to all LIBO Rate Advances and Floating Rate Bid Advances, mutatis mutandis. (v) Any determination, decision or election that may be made by the Administrative Agent, Mondelēz International or Lenders pursuant to this Section 2.08(c), 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, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.08(c).